Exhibit 4.1

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

SEACOR MARINE HOLDINGS INC.

AND

THE OTHER PARTIES LISTED

ON SCHEDULE I HERETO

Dated as of October 5, 2022

TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as October 5, 2022, is by and among SEACOR Marine Holdings Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.

WITNESSETH:

WHEREAS, the parties hereto desire to provide for, among other things, the grant of registration rights with respect to the Registrable Securities (as defined below).

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and subject to the satisfaction or waiver of the conditions hereof, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Additional Interest” means all amounts, if any, payable on the New Convertible Notes pursuant to Section 2.11.

“Adverse Disclosure” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, would be required to be made in any Registration Statement filed with the Commission by the Company so that such Registration Statement would not contain a material misstatement of fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, would not be required to be publicly disclosed at such time but for the filing of such Registration Statement, and which information the Company has a bona fide business purpose for not disclosing publicly at such time.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the preamble.

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“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York are required or authorized by law or executive order to be closed.

“Capital Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that entity but excluding any debt securities convertible into such equity.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

“Company” has the meaning set forth in the preamble.

“Company Public Sale” has the meaning set forth in Section 2.03(a).

“Company Share Equivalents” means the New Convertible Notes, the Warrants and any other securities exercisable, exchangeable or convertible into Company Shares and any options, warrants or other rights to acquire Company Shares.

“Company Shares” means shares of Common Stock (including any Common Stock issuable upon conversion of the New Convertible Notes or exercise of the Warrants), any securities into which such shares of Common Stock shall have been changed, or any securities resulting from any reclassification, recapitalization or similar transactions with respect to such shares of Common Stock.

“Daily VWAP” has the meaning ascribed to such term in the Exchange Agreement (New Convertible Notes).

“Demand Registration” has the meaning set forth in Section 2.01(a).

“Determination Date” has the meaning set forth in Section 2.02(g).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Exchange Agreement (Guaranteed Notes)” means the Exchange Agreement (Guaranteed Notes), dated as of the date hereof, by and among the Company and the Investors.

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“Exchange Agreement (New Convertible Notes)” means the Exchange Agreement (New Convertible Notes), dated as of the date hereof, by and among the Company and the Investors.

“Existing RRA” means the Company Registration Rights Agreement, dated as of November 30, 2015, by and among the Company and the holders of the Prior Convertible Notes and Existing Warrants.

“Existing Warrants” means the warrants outstanding on the date hereof to purchase 1,439,483 shares of Common Stock held by the Investors.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Form S-1” means a registration statement on Form S-1 under the Securities Act.

“Form S-3” means a registration statement on Form S-3 under the Securities Act.

“Form S-4” means a registration statement on Form S-4 under the Securities Act.

“Form S-8” means a registration statement on Form S-8 under the Securities Act.

“Governmental Authority” means any United States federal, state, local (including county or municipal) or foreign governmental, regulatory or administrative authority, agency, division, instrumentality, commission, court, judicial or arbitral body or any securities exchange or similar self-regulatory organization.

“Guaranteed Notes” means the 8.0% / 9.5% Senior PIK toggle notes due 2026 issued pursuant to the Exchange Agreement (Guaranteed Notes).

“Holder” means any holder of Registrable Securities that is set forth on Schedule I hereto or that succeeds to rights hereunder pursuant to Section 3.05.

“Interest Payment Date” means each interest payment date as set forth in the Exchange Agreement (New Convertible Notes).

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

“Loss” or “Losses” has the meaning set forth in Section 2.09(a).

“Market Price” means, on any date of determination, the average of the Daily VWAP of the Registrable Securities for the immediately preceding thirty (30) days on which the national securities exchanges are open for trading.

“Marketed Underwritten Shelf Take-Down” has the meaning set forth in Section 2.02(f)(iii).

“Marketed Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.02(f)(iii).

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“Maximum Offering Size” means, with respect to any offering that is underwritten, the number of securities that, in the good faith opinion of the managing underwriter or underwriters in such offering (as evidenced by a written notice to the relevant Holders and the Company), can be sold in such offering without being likely to have a significant adverse effect on the price, timing or the distribution of the securities offered or the market for the securities offered.

“New Convertible Notes” means the 4.25% convertible senior notes due 2026 issued pursuant to the Exchange Agreement (New Convertible Notes).

“Non-Complying Holder” has the meaning set forth in Section 2.02(b).

“Note Holder” means any holder of the New Convertible Notes.

“Participating Holder” means, with respect to any Registration, including a Demand Registration, Piggyback Registration or Shelf Take-Down, any Holder of Registrable Securities participating as a selling Holder in such Registration.

“Person” means any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a Governmental Authority or political subdivision thereof or any other entity.

“Piggyback Registration” has the meaning set forth in Section 2.03(a).

“Postponing Officer’s Certificate” has the meaning set forth in Section 2.01(b).

“Prior Convertible Notes” means the Company’s 4.25% Convertible Notes due 2023.

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all information incorporated by reference in such prospectus.

“Record Date” means, with respect to the New Convertible Notes, Common Stock or Warrants, the date fixed for determination of holders of the New Convertible Notes, Common Stock or Warrants entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, by statute, by contract or otherwise).

“Registrable Securities” means any Company Shares (including shares of Common Stock issuable upon exercise of the Warrants or conversion of the New Convertible Notes), any Warrants, the New Convertible Notes and the Guaranteed Notes or any other securities that may be issued or distributed or be issuable or distributable in respect of, or in substitution for, any Company Shares by way of conversion, exercise, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case whether now owned or hereafter acquired by a Holder; provided, however, that any such Registrable Securities shall cease to be Registrable Securities to the extent (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been

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disposed of in accordance with the plan of distribution set forth in such Registration Statement, (ii) such Registrable Securities then owned by a Holder and its Affiliates (in each case, assuming the conversion of all New Convertible Notes and the exercise of all Warrants held by them without giving effect to any restriction on conversion or exercise) could be sold in their entirety in any ninety (90) day period pursuant to Rule 144 without restriction as to volume or manner of sale and such Holders and its Affiliates beneficially own less than 5% of the outstanding shares of Common Stock, (iii) such Registrable Securities are otherwise transferred, the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend and such Registrable Securities may be resold without limitation or subsequent registration under the Securities Act; or (iv) the Registrable Securities have ceased to be outstanding.

“Registration” means a registration with the Commission of the offer and sale of the Company’s securities to the public under a Registration Statement. The term “Register” shall have a correlative meaning.

“Registration Default” has the meaning set forth in Section 2.10.

“Registration Expenses” has the meaning set forth in Section 2.08.

“Registration Statement” means any registration statement of the Company that covers the offer and sale of Registrable Securities pursuant to the provisions of this Agreement filed with, or to be filed with, the Commission under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all information incorporated by reference in such registration statement.

“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“Requesting Holder(s)” means, with respect to a Demand Registration or Shelf Take-Down, as applicable, a Holder (or Holders, as the case may be) that initiated such Registration or Shelf Take-Down, as the case may be, in accordance with the terms and conditions of this Agreement.

“Required Filing Date” means the relevant date by which the Company is required to file its Registration Statement or Shelf Registration Statement in accordance with this Agreement.

“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

“SEC Guidance” means (i) any publicly available written or oral questions and answers, guidance, forms, comments, requirements or requests of the Commission or its staff, (ii) the Securities Act and (iii) any other rules and regulations of the Commission.

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“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Shelf Registration” has the meaning set forth in Section 2.02(a).

“Shelf Registration Notice” has the meaning set forth in Section 2.02(a).

“Shelf Registration Statement” means a Registration Statement filed with the Commission on either (i) Form S-3 or (ii) solely if the Company is not permitted to file a Registration Statement on Form S-3 or register all Registrable Securities on such form, an evergreen Registration Statement on Form S-1 (which, in the case the Company is not permitted to register all Registrable Securities on Form S-3, shall register any such shares not registered on Form S-3), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision) covering the offer and sale of all or any portion of the Registrable Securities, as applicable.

“Shelf Suspension” has the meaning set forth in Section 2.02(e).

“Shelf Take-Down” has the meaning set forth in Section 2.02(f)(i).

“Shelf Trigger Date” has the meaning set forth in Section 2.02(a).

“Stockholder Party” has the meaning set forth in Section 2.09(a).

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.

“Suspending Officer’s Certificate” has the meaning set forth in Section 2.02(e).

“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters (or other counterparty) for reoffering to the public.

“Underwritten Shelf Take-Down Notice” has the meaning set forth in Section 2.02(f)(ii).

“Valid Business Reason” has the meaning set forth in Section 2.01(b).

“Warrants” means the warrants, exercisable for shares of Common Stock, issued by the Company upon conversion of New Convertible Notes pursuant to Section 9.12 of the Exchange Agreement (New Convertible Notes) and the Existing Warrants.

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“Well-Known Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (a) (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to Register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 under the Securities Act and (b) is not an “ineligible issuer” as defined in Rule 405 promulgated under the Securities Act.

SECTION 1.02. Other Interpretive Provisions. (a) In this Agreement, except as otherwise provided:

(i) A reference to an Article, Section, Schedule or Exhibit is a reference to an Article or Section of, or Schedule or Exhibit to, this Agreement, and references to this Agreement include any recital in or Schedule or Exhibit to this Agreement.

(ii) The Schedules and Exhibits form an integral part of and are hereby incorporated by reference into this Agreement.

(iii) Headings and the Table of Contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.

(iv) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine and vice versa, and words importing persons include corporations, associations, partnerships, joint ventures and limited liability companies and vice versa.

(v) Unless the context otherwise requires, the words “hereof” and “herein,” and words of similar meaning refer to this Agreement as a whole and not to any particular Article, Section or clause. The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(vi) A reference to any legislation or to any provision of or form or rule promulgated under any legislation shall include any amendment, modification, substitution or re-enactment thereof.

ARTICLE II

REGISTRATION RIGHTS

SECTION 2.01. Demand Registration.

(a) Request for Demand Registration. Subject to Section 2.12, at any time and from time to time beginning on the earlier of (x) 45 days after the date hereof and (y) 5 days after the initial Shelf Registration contemplated by Section 2.02 is declared effective by the Commission, a Requesting Holder (or Requesting Holders, as the case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement, the number of Registrable Securities stated in such request (a “Demand Registration”); provided, however, and subject to

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the provisions of Section 2.12, that the Company shall not be obligated to effect (i) more than two such Demand Registrations in the aggregate on behalf of all Holders or (ii) any Demand Registration (A) with respect to which the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration, at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20 million (after giving effect to any withdrawals pursuant to Section 2.01(e)) unless such Demand Registration includes all of the then outstanding Registrable Securities; provided, however, that such Demand Registration under this Section 2.01(a)(ii)(A) shall not be considered a Demand Registration for the purposes of Section 2.01(a)(i) if, after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the number of Registrable Securities of the Requesting Holder(s) sought to be included in such Demand Registration, or (B) if the Registrable Securities that the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell in such Demand Registration are already covered by an existing and effective Shelf Registration Statement which may be utilized for the offering and sale of the Registrable Securities requested to be registered. Each request for a Demand Registration by a Requesting Holder (or Requesting Holders, as the case may be) shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. Subject to this Section 2.01, the Company shall effect such Demand Registration using a non-shelf Registration Statement on Form S-1 unless it is otherwise then eligible to effect such Registration on Form S-3 pursuant to Section 2.02.

(b) Limitations on Demand Registrations. If the Board of Directors, in its good faith judgment, determines that the registration of Registrable Securities pursuant to a Demand Registration, or the amendment or supplement of a Registration Statement filed pursuant to a Demand Registration, would materially interfere with any financing, acquisition, corporate reorganization or merger or other transaction involving the Company or would require the Company to make an Adverse Disclosure (a “Valid Business Reason”), and the Company furnishes to the Requesting Holder (or Requesting Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) stating that a Valid Business Reason exists (the “Postponing Officer’s Certificate”), (i) the Company may postpone the filing or effectiveness of the Registration Statement (but not the preparation of the Registration Statement) relating to such Demand Registration and (ii) in the case of a Registration Statement that has been filed with respect to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement or causing such Registration Statement to be declared effective, in the case of clauses (i) and (ii) above until such Valid Business Reason ceases to exist (a “Demand Suspension”), but in no event shall any such postponement be for more than ninety (90) days after the date of the Demand Registration Notice or, if earlier, the occurrence of the Valid Business Reason. In the event of any such postponement, the Requesting Holder (or requesting Holders, as the case may be) initiating such Demand Registration shall be entitled to withdraw the Demand Registration request by written notice to the Company and, if such request is withdrawn, it shall not count as a Demand Registration hereunder. In addition to the Postponing Officer’s Certificate discussed above, the Company shall promptly give written notice to the Requesting Holder (or Requesting Holders, as the case may be) once the Valid Business Reason

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for such postponement no longer exists. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment, supplement or declaration of effectiveness under this Section 2.01(b) due to a Valid Business Reason more than two (2) times, or for more than an aggregate of one hundred and twenty (120) days, in each case, during any 12-month period. Each Holder shall keep confidential the fact that a Demand Suspension is in effect, the Postponing Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation, provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder.

(c) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Holders (other than the Requesting Holder(s) that requested the relevant Demand Registration under Section 2.01(a)) may offer such Holder’s Registrable Securities under any such Demand Registration pursuant to this Section 2.01(c). The Company shall (i) as promptly as practicable, but in no event later than three (3) Business Days after the receipt of a request for a Demand Registration from any Requesting Holder(s), give written notice thereof to all of the Holders (other than such Requesting Holder(s)), which notice shall specify the number of Registrable Securities subject to the request for Demand Registration, the name of the Requesting Holder(s) and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2.01(f), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Holders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten (10) days after the receipt by such Holders of such written notice referred to in clause (i) above. Each such request by such Holders shall specify the number of Registrable Securities proposed to be registered. Any Holder may waive its rights under this Section 2.01(c) prior to the expiration of such ten (10) day period by giving written notice to the Company.

(d) Effective Demand Registration. Subject to Sections 2.01(a) and (b), the Company shall use its reasonable best efforts to file a Registration Statement relating to the Demand Registration as promptly as practicable (but in no event later than sixty (60) days after it receives a Demand Registration Notice under Section 2.01(a) hereof), and shall use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable thereafter (but in no event later than sixty (60) days after it shall have filed such Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). Except as provided herein, the Company shall use its reasonable best efforts to keep any Demand Registration filed pursuant to Section 2.01(a) continuously effective under the Securities Act until the earliest of (i) one hundred eighty (180) days after the date it first becomes effective, (ii) the date on which this Agreement terminates under Section 3.01 with respect to all Participating Holders and (iii) the date on which all Registrable Securities included in such Shelf Registration Statement have been sold pursuant to the Registration Statement or the Registrable Securities registered hereunder cease to be Registrable Securities.

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(e) Expenses and Withdrawal. Each Participating Holder (including the Requesting Holder(s)) shall be permitted to withdraw all or part of its Registrable Securities from a Demand Registration at any time prior to the execution of the underwriting agreement in connection with such Demand Registration by giving written notice to the Company of its request to withdraw. The Company shall pay all Registration Expenses in connection with a Demand Registration; provided however that if a Requesting Holder or its Affiliates withdraw all or part of their Registrable Securities from a Demand Registration it shall nevertheless be counted as a Demand Registration unless either (i) such Requesting Holder and its affiliates reimburse the Company for all Registration Expenses incurred related to the Demand Registration up to the date of withdrawal, (ii) the withdrawal is requested within 15 days of receipt of a Postponing Officer’s Certificate, (iii) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the number of Registrable Securities of the Requesting Holder(s) sought to be included in such Demand Registration, or (iv) if the Registration Statement is withdrawn without becoming effective for reasons other than the withdrawal by the Requesting Holder. Except as provided herein, each Participating Holder shall be responsible for its own fees and expenses of counsel and financial advisors and their internal administrative and similar costs, as well as their respective pro rata shares of underwriters’ commissions and discounts, which shall not constitute Registration Expenses.

(f) Underwriting Procedures. If the Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Demand Registration Notice, the Company shall use its reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering. In connection with any Demand Registration under this Section 2.01 involving an underwritten offering, none of the Registrable Securities held by any Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.01(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting agreement pursuant to the terms of Section 2.06(a) hereof and then only in such quantity as set forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders, intend to include in such offering exceeds the Maximum Offering Size, then the Company shall include in such registration: (i) first, Registrable Securities that are requested to be included in such registration pursuant to Sections 2.01(a) and 2.01(c), pro rata on the basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in the Demand Registration; and (ii) second, after all of the Registrable Securities requested to be included in clause (i) are included, the Company Shares or other securities to be issued by the Company or held by any holder thereof with a contractual right to include such Company Shares or other securities in such registration that can be sold without having the adverse effect referred to above, pro rata on a basis based on the number of Company Shares or other securities proposed to be registered by each such Person. The Holders of a majority of the Registrable Securities to be included in any Demand Registration shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), the managing underwriter or underwriters to administer such offering.

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(g) Certain Undertakings. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Demand Registration Statement (as of the effective date thereof), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.

SECTION 2.02. Shelf Registration.

(a) Initial Shelf Registration. Within 30 days of the date hereof, the Company shall prepare and file with the Commission a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities, and shall use its reasonable best efforts to cause such Shelf Registration Statement to become effective as promptly as practicable (but in no event later than sixty (60) days after it shall have filed such Shelf Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement (hereinafter the “Shelf Registration”). The Company shall use its reasonable best efforts to address any comments from the Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum amount permitted by the Commission. In such event, the number of Registrable Securities to be included for each Holder in the applicable Shelf Registration Statement shall be reduced pro rata among all Holders. Prior to the effectiveness of this Shelf Registration Statement, the Company shall maintain the effectiveness of the shelf registration statement filed by the Company on July 26, 2018 and this Section 2.02 shall apply to such shelf registration statement, mutatis mutandis, until the Shelf Registration Statement contemplated by this Section 2.02(a) is declared effective.

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(b) Holder Information to be Provided. The Company will give notice of its intention to file the Shelf Registration Statement to the Holders at least 15 Business Days prior to the intended filing date of the Shelf Registration Statement. Each Holder of Registrable Securities agrees to deliver such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may reasonably request in writing, if any, to the Company at least 10 Business Days prior to the anticipated filing date of the Shelf Registration Statement. If a Holder does not provide all such information the Company may reasonably request (a “Non-Complying Holder”), that Holder will not be named as a selling securityholder in the Prospectus and will not be permitted to sell its securities under the Shelf Registration Statement. From and after the effective date of the Shelf Registration Statement, the Company shall use reasonable best efforts, as promptly as is practicable after a Non-Complying Holder delivers the information required pursuant to the previous two sentences, (i) if required by applicable law, to file with the Commission a post-effective amendment to the Shelf Registration Statement; and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; or (ii) to prepare and, if permitted or required by applicable law, to file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the Non-Complying Holder is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, that the Company shall not be required to file more than one post-effective amendment under this clause (b) in any calendar quarter or to file a supplement or post-effective amendment during any Shelf Suspension (but shall be required to make such filing as soon as practicable thereafter).

(c) Continued Effectiveness. Except as provided herein, the Company shall use its reasonable best efforts to keep any Shelf Registration Statement filed pursuant to Section 2.02(a) continuously effective under the Securities Act until the earliest of (i) the date as of which all Registrable Securities have been sold pursuant to such Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder), (ii) the date on which this Agreement terminates under Section 3.01 with respect to all Participating Holders, (iii) the date on which all Registrable Securities included in such Shelf Registration Statement cease to be Registrable Securities and (iv) such shorter period as all of the Participating Holders with respect to such Shelf Registration shall agree in writing.

(d) Certain Undertakings. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Shelf Registration Statement (as of the effective date of such Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary

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Prospectus) or Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein. The Company agrees, to the extent necessary, to supplement or make amendments to each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by SEC Guidance, or as may reasonably be requested by any Participating Holder to permit such Participating Holders intended method of distribution.

(e) Suspension of Registration. If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason shall exist to postpone the filing, amendment, or supplement, or suspend the use, of a Shelf Registration Statement filed pursuant to Section 2.02(a) and the Company furnishes to the Participating Holder (or Holders, as the case may be) a certificate signed by the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions) (the “Suspending Officer’s Certificate”), then the Company may postpone the filing, amendment or supplement (but not the preparation thereof), and/or suspend use, of such Shelf Registration Statement (a “Shelf Suspension”); provided, however, that in not event shall such postponement or suspension be for more than ninety (90) days after the date of the Suspending Officer’s Certificate and the Company shall not be permitted to exercise a Shelf Suspension more than two (2) times, or for more than an aggregate of one hundred twenty (120) days, in each case, during any 12-month period; provided, further, that in the event of a Shelf Suspension, such Shelf Suspension shall terminate at such earlier time as such Valid Business Reason ceases to exist. Each Holder agrees that, upon delivery of a Suspending Officer’s Certificate, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Shelf Registration Statement until the Company informs such Holder in accordance with this Section 2.02(e), that the Shelf Suspension has been terminated. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, the Suspending Officer’s Certificate and its contents unless and until otherwise notified by the Company, except (A) for disclosure to such Holder’s employees, agents and professional advisers who reasonably need to know such information for purposes of assisting the Holder with respect to its investment in the Company Shares and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its Subsidiaries or any other Person that, to the actual knowledge of such Holder, was not subject to an obligation or duty of confidentiality to the Company and its Subsidiaries, (D) as required by law, rule or regulation; provided that the Holder gives prior written notice to the Company of such requirement and the contents of the proposed disclosure to the extent it is permitted to do so under applicable law, and (E) for disclosure to any other Holder. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon delivery of the Suspending Officer’s Certificate. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension and amend or supplement the Prospectus and any Issuer Free Writing

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Prospectus, if necessary, so it does not contain a material misstatement of fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and furnish to the Holders such numbers of copies of the Prospectus and any Issuer Free Writing Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to each Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by SEC Guidance, or as may reasonably be requested by any Holder. If the filing of any Registration Statement is suspended pursuant to this Section 2.02(e), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Take-Down under Section 2.02(f) (which, subject to section 2.02(f)(iv), shall not be counted as an additional Marketed Underwritten Shelf Take-Down for purposes of Section 2.12).

(f) Shelf Take-Downs.

(i) Subject to Section 2.12 and this Section 2.02(f), an offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by any Holder (or Holders, as the case may be) that has Registrable Securities registered for sale on such Shelf Registration Statement. The Company shall effect such Shelf Take-Down as promptly as practicable in accordance with this Agreement and except as set forth in Section 2.02(f)(iii) with respect to Marketed Underwritten Shelf Take-Downs, each such Requesting Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders in connection with any such Shelf Take-Down initiated by such Requesting Holder(s).

(ii) Subject to Section 2.12, if the Requesting Holder(s) so elects by written request to the Company, a Shelf Take-Down, with respect to which the anticipated aggregate offering price to the public (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives such written request) of the Registrable Securities that the Requesting Holder(s) request to include in such Shelf Take-Down is at least $10 million (or $20 million in the case of a Marketed Underwritten Shelf Take Down), shall be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down Notice”), and the Company shall amend or supplement the applicable Shelf Registration Statement for such purpose as soon as practicable. Subject to clause (iii) below, such Requesting Holder(s) shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), the managing underwriter or underwriters to administer such offering.

(iii) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period expected to exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”), upon delivery of such Underwritten Shelf Take-Down Notice (but in no event more than three (3) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down Notice”) of such Marketed Underwritten Shelf Take-Down to all Holders with Registrable Securities on the Shelf Registration Statement (other than the Requesting Holder(s)), and the Company shall include in such Marketed Underwritten Shelf Take-Down all such

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Registrable Securities of such Holders that are Registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within ten (10) days after the date that such Marketed Underwritten Shelf Take-Down Notice has been delivered; provided, that if the managing underwriter or underwriters of any proposed Marketed Underwritten Shelf Take-Down informs the Holders that have requested to participate in such Marketed Underwritten Shelf Take-Down that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the Company shall include in such registration: (i) first, Registrable Securities that are requested to be included in such registration by the Requesting Holder and the other Holders pursuant to this Section 2.02(f)(iii), pro rata on the basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in the Marketed Underwritten Shelf Take-Down; and (ii) second, after all of the Registrable Securities requested to be included in clause (i) are included, the Company Shares or other securities to be issued by the Company or held by any holder thereof with a contractual right to include such Company Shares or other securities in such registration that can be sold without having an adverse effect on such Marketed Underwritten Shelf Take-Down, pro rata on a basis based on the number of Company Shares or other securities to be sold. The Holders of a majority of the Registrable Securities to be included in any Marketed Underwritten Shelf Take-Down pursuant to this Agreement shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), the managing underwriter or underwriters to administer such offering. No holder of securities of the Company shall be permitted to include such holder’s securities in any Marketed Underwritten Shelf Take-Down except for Holders who timely request, in accordance with this clause (iii), to include Registrable Securities in such Marketed Underwritten Shelf Take-Down. Additionally, in connection with any Shelf Take-Down taking the form of a “block trade”, the Company agrees to use its reasonable best efforts to timely furnish any information or take any actions reasonably requested by the Holders in connection with such a block trade, including consummating such transaction on an expedited basis; provided that if any such actions include the provision of the opinions or comfort letters contemplated by Section 2.05(a)(xiv) or (xv) then such block trade shall be deemed an Underwritten Shelf Take-Down for purposes of the limitations set forth in the proviso in the last sentence of Section 2.02(f)(iv).

(iv) Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Shelf Take-Down at any time prior to the sale of the Registrable Securities (in the case of a non-Underwritten Shelf Take-Down) or execution of the underwriting agreement (in the case of an Underwritten Shelf Take-Down), in each case by giving written notice to the Company of its request to withdraw The Company shall pay all Registration Expenses in connection with a Shelf Take-Down; provided however that if a Requesting Holder or its Affiliates withdraw all or part of their Registrable Securities from an Underwritten Shelf Take-Down it shall nevertheless be counted as an Underwritten Shelf Take-Down (or Marketed Underwritten Shelf Take-Down as the case may be) unless either (i) such Requesting Holder and its affiliates reimburse the Company for all Registration Expenses incurred related to the Shelf Registration up to the date of withdrawal, (ii) the withdrawal is requested within 15 days of receipt of a Suspending Officer’s Certificate or (iii) if the Maximum Offering Size determined in accordance with Section 2.01(f) is less than fifty percent (50%) of the number of Registrable Securities of the Requesting Holder(s) sought to be included in such Shelf Registration. Subject to Section 2.12, the number of Shelf Take-Downs that a Holder (or Holders, as the case may be) can initiate is unlimited; provided that in no event shall the Company be required to effect more than two (2) Underwritten Shelf Take-Downs or one (1) Marketed Underwritten Shelf Take-Down, in each case, in any 12 months period.

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(g) Automatic Shelf Registration Statements. Subject to Sections 2.01(a), 2.02(a) and 2.02(b), upon the Company becoming aware that it has become a Well-Known Seasoned Issuer (it being understood that the Company shall independently verify whether it has become a Well-Known Seasoned Issuer at the end of each calendar month ending after the third anniversary of this Agreement), (i) the Company shall give written notice to all of the Holders as promptly as practicable but in no event later than ten (10) Business Days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (ii) the Company shall as promptly as practicable and subject to any Shelf Suspension, Register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement as promptly as practicable but in no event later than twenty (20) Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until the earlier of the date (x) on which all of the securities covered by such Shelf Registration Statement are no longer Registrable Securities and (y) on which the Company cannot extend the effectiveness of such Shelf Registration Statement because it is no longer eligible for use of Form S-3. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if it is reasonably likely that it will no longer be a Well-Known Seasoned Issuer as of a future determination date (the “Determination Date”), as promptly as practicable and at least thirty (30) days prior to such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) use its reasonable best efforts to file a Registration Statement with respect to a Shelf Registration in accordance with this Section 2.02, treating all selling stockholders identified as such in the Automatic Shelf Registration Statement (and amendments or supplements thereto) as Requesting Holders and use its reasonable best efforts to have such Registration Statement declared effective. Any Registration pursuant to this Section 2.02(g) shall be deemed a Shelf Registration for purposes of this Agreement; provided, however that any Registration pursuant to this Section 2.02(g) shall not be counted as an additional Demand Registration for purposes of subclause (i) in Section 2.01(a).

(h) Registration of New Convertible Notes and Guaranteed Notes. If so requested by any New Convertible Note Holders or the Guaranteed Notes Holders that are Holders under this Agreement, the Company shall use its reasonable best efforts to amend or supplement an effective Shelf Registration Statement (including an Automatic Shelf Registration Statement) to include such New Convertible Notes or Guaranteed Notes, as applicable, as securities registered thereunder and any such Holder as a selling securityholder with respect to the New Convertible Notes or Guaranteed Notes, as applicable (and provisions of Section 2.02 above shall apply to the New Convertible Notes or Guaranteed Notes, as applicable, in the same manner as they do to other Registrable Securities); provided that Holders shall not be entitled to Demand Registration pursuant to Section 2.01 with respect to the registration of the New Convertible Notes or the Guaranteed Notes.

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SECTION 2.03. Piggyback Registration.

(a) Participation. If the Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than pursuant to (i) a Registration Statement filed under Section 2.01 or Section 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02 or otherwise limit the applicability thereof, except as otherwise provided herein, (ii) a Registration Statement on Form S-4 or Form S-8, (iii) a Registration of securities solely (a) relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement or (b) solely for the sale of securities, the proceeds of which will be used solely to fund an acquisition, (iv) a Registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a Registration Statement relating solely to dividend reinvestment or similar plans or (vi) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provisions) of the Securities Act may resell such debt securities and sell the Company Shares into which such debt securities may be converted or exchanged) (any such offering, other than pursuant to a Registration described in the foregoing clauses (i)-(vi), a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to all Holders, and such notice shall offer each Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing delivered to the Company within five (5) Business Days of delivery of such written notice by the Company. Subject to Section 2.03(b), the Company shall use reasonable best efforts to include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, that if at any time after giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (2) in the case of a determination to delay Registering, shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 2.03(b). If the offering pursuant to such Registration Statement is to be on any other basis, the Company shall

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so advise the Holders as part of the written notice given pursuant to this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 2.03(b). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

(b) Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Registration shall be (i) first, all of the securities that the Company proposes to sell, (ii) second, the number of Registrable Securities that, in the good-faith opinion of such managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size, which number shall be allocated pro rata on the basis of the relative number of Registrable Securities owned at such time by each Holder seeking to participate in the Piggyback Registration and (iii) third, any other securities eligible for inclusion in such Registration that, in the good-faith opinion of the managing underwriter or underwriters, can be sold without exceeding the Maximum Offering Size.

(c) No Effect on Demand and Shelf Registrations. Subject to the provisions of this Agreement, no Registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall be deemed to have been effected pursuant to Section 2.01 or Section 2.02 or shall relieve the Company of its obligations under Section 2.01 or Section 2.02.

SECTION 2.04. Black-out Periods.

(a) Black-out Periods for Holders. In the case of any Company Public Sale or an offering of Registrable Securities pursuant to Section 2.01 or Section 2.02 that is an Underwritten Offering, each Holder that beneficially owns (as determined in accordance with SEC Guidance) in excess of 5% of the Common Stock and each Participating Holder agree with the Company, if requested by the managing underwriter or underwriters in such Underwritten Offering, to execute a lock-up agreement in customary form, in which such Holder may be required to agree not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (including Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and Company Shares that may be issued upon exercise of any Company Share Equivalents) or securities convertible into or exercisable or exchangeable for Company Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, in each case, during the period that is ninety (90) days (or such lesser period as may be reasonably requested by the managing underwriter or underwriters) after the date of the commencement of such Underwritten Offering, to the extent

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timely notified in writing by the Company or the managing underwriter or underwriters (or such other period as may be reasonably requested by the managing underwriter or underwriters); provided, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on (A) the Company, (B) the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in substantially equivalent positions), in their capacities as such, or (C) on any other holder of more than 5% of the Company Shares, in each case, in connection with such Underwritten Offering; provided, further, that nothing herein will prevent any Participating Holder that is a partnership, limited liability company, corporation or other entity from making a distribution of Registrable Securities to the partners, members, stockholders or other equity holders thereof or a transfer to Affiliates that are otherwise in compliance with the applicable securities laws, so long as such distributees or transferees agree to be bound by the restrictions set forth in this Section 2.04(a), or from participating in any merger, acquisition or similar change of control transaction. Notwithstanding the foregoing, any lock-up agreement to be executed shall contain additional exceptions as may be agreed by the Participating Holders and the managing underwriter. This Section 2.04 shall not prohibit any transaction by any Participating Holder that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above. Notwithstanding anything to the contrary in this Agreement, and subject to Section 2.12, the time periods for which the Company shall be required to maintain the effectiveness of a Registration Statement or otherwise effect an offering of securities pursuant to Section 2.01 or Section 2.02 shall be extended for a period equal to the lock-up period required under this Section 2.04(a) to the extent any Holder makes a request for an offering or sale of securities under any such provision while any lock-up provision is in effect.

(b) Black-out Period for the Company. In the case of an offering of Registrable Securities pursuant to Section 2.01 or Section 2.02 that is an Underwritten Offering, the Company agrees, if requested by a Requesting Holder (or Requesting Holders, as the case may be) or the managing underwriter or underwriters in such Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Company Shares (and any Company Shares that may be issued upon exercise of any Company Share Equivalents) or securities convertible into or exercisable or exchangeable for Company Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Company Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Company Shares or other securities, in cash or otherwise, in each case, during the period beginning seven (7) days before, and ending ninety (90) days (or such lesser period as may be reasonably requested by the managing underwriter or underwriters and agreed to by the Requesting Holder(s)) after, the date of the commencement of such Underwritten Offering, to the extent timely notified in writing by a Requesting Holder or the managing underwriter or underwriters, as the case may be; provided, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on (i) the Chief Executive Officer and/or the Chief Financial Officer of the Company (or persons in

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substantially equivalent positions), in their capacities as such, or (ii) on any other holder of more than 5% of the Company Shares, in each case, in connection with such Underwritten Offering. If requested by the Requesting Holder(s) or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall execute a separate lock-up agreement to the foregoing effect. This Section 2.04 shall not prohibit any transaction by the Company that is permitted by its lock-up agreement or provision in an underwriting agreement or otherwise entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement or provision is modified or waived by such managing underwriter or underwriters from time to time). Notwithstanding the foregoing, the Company may effect a public sale or distribution of securities of the type described above and during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or Form S-8 or as part of any registration of securities for offering and sale to employees, directors or consultants of the Company and its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement.

SECTION 2.05. Registration Procedures.

(a) In connection with the Company’s Registration obligations under Sections 2.01, 2.02 and 2.03 and subject to the applicable terms and conditions set forth therein, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the plan of distribution requested by the Participating Holder(s) and set forth in the applicable Registration Statement as expeditiously as reasonably practicable, and in connection therewith the Company shall:

(i) prepare the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement, Prospectus or any Issuer Free Writing Prospectus, or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and the Participating Holders, if any, copies of all documents prepared to be filed, and provide such underwriters and the Participating Holders and their respective counsel with a reasonable opportunity to review and comment on such documents prior to their filing and (y) not file any Registration Statement or Prospectus or amendments or supplements thereto to which any Participating Holder or the underwriters, if any, shall reasonably object; provided, that, if the Registration is pursuant to a Registration Statement on Form S-1 or Form S-3 or any similar short-form Registration Statement, the Company shall include in such Registration Statement such additional information for marketing purposes as any managing underwriter reasonably requests in writing; provided further, that the Company may exclude such additional information from the Registration Statement if in its opinion, in consultation with outside legal counsel, such information contains a material misstatement of fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or would otherwise not be customary for similar offerings;

(ii) prepare and file with the Commission such pre- and post-effective amendments to such Registration Statement, supplements to the Prospectus and such amendments or supplements to any Issuer Free Writing Prospectus as may be (x) reasonably requested by any Participating Holder (to the extent such request relates to information relating to such Participating Holder), or (y) necessary to keep such Registration effective for the period

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of time required by this Agreement, and comply with provisions of the applicable securities laws and SEC Guidance with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement, and prior to the filing of such amendments and supplements, furnish such amendments and supplements to the underwriters, if any, and the Participating Holders, if any, and provide such underwriters and the Participating Holders and their respective counsel with an adequate and appropriate opportunity to review and comment on such amendments and supplements prior to their filing;

(iii) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or Issuer Free Writing Prospectus or any amendment or supplement thereto has been filed, (B) of any written comments by the Commission or any request by the Commission or any other Governmental Authority for amendments or supplements to such Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information, (C) of the issuance or threatened issuance by the Commission of any stop order suspending or threatening to suspend the effectiveness of such Registration Statement or any order by the Commission or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction and (F) of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding for the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction;

(iv) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration Statement, the Prospectus included in such Registration Statement (as then in effect) or any Issuer Free Writing Prospectus (when taken together with the Prospectus) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus, any preliminary Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the Commission, and furnish without charge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, Prospectus or Issuer Free Writing Prospectus which shall correct such misstatement or omission or effect such compliance;

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(v) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order suspending the use of any preliminary or final Prospectus or any Issuer Free Writing Prospectus;

(vi) promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment to the applicable Registration Statement such information as the managing underwriter or underwriters and the Participating Holder(s) agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(vii) furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as such Participating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment, post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including any incorporated by reference), provided, that the Company, in its discretion, may satisfy its obligation to furnish any such documents to the Participating Holders and underwriters by filing such documents with the Commission so they are publicly available on the Commission’s EDGAR website;

(viii) deliver to each Participating Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus), any Issuer Free Writing Prospectus and any amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto by such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities thereby) and such other documents as such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Participating Holder or underwriter, provided, that the Company, in its discretion, may satisfy its obligation to deliver any such documents to the Participating Holders and underwriters by filing such documents with the Commission so they are publicly available on the Commission’s EDGAR website;

(ix) on or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to register or qualify, and cooperate with the Participating Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any Participating Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2.01(d) and Section 2.02(c), whichever is applicable, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

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(x) cooperate with the Participating Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;

(xi) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other Governmental Authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xii) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in secondary underwritten public offerings;

(xiii) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as any Participating Holder(s) or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

(xiv) obtain for delivery to the underwriter or underwriters, an opinion or opinions from counsel for the Company dated the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such underwriters and their respective counsel and use commercially reasonable efforts to have copies of such opinions provided to the Participating Holder on a non-reliance basis;

(xv) in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the date of the closing of the Underwritten Offering, as specified in the underwriting agreement;

(xvi) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA;

(xvii) use its reasonable best efforts to comply with all applicable securities laws and make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(xviii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

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(xix) use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company Shares are then quoted;

(xx) in connection with an Underwritten Offering, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any Participating Holder, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Participating Holder(s) or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility; and

(xxi) in the case of an Underwritten Offering in an amount of at least $20 million, cause appropriate officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering and otherwise use reasonable best efforts to facilitate, cooperate with, and participate in each proposed Underwritten Offering contemplated herein and customary selling efforts related thereto provided, that such participation shall not unreasonably interfere with the business operations of the Company. Notwithstanding anything to the contrary contained herein, in no event shall the Company be obligated to cause its officers to participate in any road show presentation occurring within one hundred twenty (120) days after the consummation of a previous Underwritten Offering that included a roadshow presentation in which officers of the Company were participants.

In addition, for so long as the Holders own Registrable Securities, the Company shall provide reasonable cooperation upon request of the Holders to enable the Holders to enter into a trading plan under Rule 10b5-1 of the Exchange Act, including to the extent permitted by applicable law, ensuring that its insider trading policy (if applicable to the Holders or the Holders’ designated director, if any) permits implementation of such a trading plan.

(b) The Company may require each Participating Holder to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each Participating Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c) Each Participating Holder agrees that, upon delivery of any notice by the Company of the happening of any event of the kind described in Section 2.05(a)(iii)(C), (D), or (E) or Section 2.05(a)(iv), such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until (i) if such notice relates to an event of the kind described in Section 2.05(a)(iv), such Participating Holder’s receipt of the

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copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.05(a)(iv), (ii) such Participating Holder is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus, as the case may be, may be resumed, (iii) if such notice relates to an event of the kind described in Section 2.05(a)(iii)(C) or (E), such Participating Holder is advised in writing by the Company of the termination, expiration or cessation of the applicable order or suspension and (iv) if such notice relates to an event of the kind described in Section 2.05(a)(iii)(D), such Participating Holder is advised in writing by the Company that the representations and warranties of the Company in the applicable underwriting agreement are true and correct in all material respects. The Company may impose stop-transfer instructions with respect to the Registrable Securities subject to the foregoing restriction until the end of the period referenced above. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 2.05(a)(iv) or is advised in writing by the Company that the use of the Prospectus or Issuer Free Writing Prospectus may be resumed.

SECTION 2.06. Underwritten Offerings.

(a) Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. Any such Participating Holder shall be required to make representations or warranties to, and other agreements with, the Company and the underwriters in connection with such underwriting agreement as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

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(b) Shelf Registrations. If requested by the underwriters for any Underwritten Shelf Take-Down requested by any Holder pursuant to a Registration under Section 2.02(f)(iii), the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. Any such Participating Holder shall be required to make representations or warranties to, and other agreements with, the Company and the underwriters in connection with such underwriting agreement as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

(c) Piggyback Registrations. If the Company proposes to Register any of its securities under the Securities Act as contemplated by Section 2.03 and such securities are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 2.03 and subject to the provisions of Section 2.03(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

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(d) Participation in Underwritten Registrations. Subject to the provisions of Sections 2.06(a),(b) and (c) above, no Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(e) Price and Underwriting Discounts. In the case of an Underwritten Offering under Section 2.01 or Section 2.02, the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the Requesting Holder(s) participating in such Underwritten Offering.

SECTION 2.07. No Inconsistent Agreements; Additional Rights(a) . The Company is not currently a party to, and shall not hereafter enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement, including allowing any other holder or prospective holder of any securities of the Company registration rights in the nature or substantially in the nature of those set forth in Section 2.01, Section 2.02 or Section 2.03 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration (except to the extent such registration rights are solely related to Registrations of the type contemplated by Section 2.03(a)(ii) through (iv)) or (b) demand registration rights in the nature or substantially in the nature of those set forth in Section 2.01 or Section 2.01 that are exercisable prior to such time as the Requesting Holders can first exercise their rights under Section 2.01 or Section 2.02.

SECTION 2.08. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company (including, for the avoidance of doubt, in connection with any Demand Registration, Shelf Registration or any Shelf Take-Down), including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the Commission or FINRA, including, if applicable, the reasonable and documented fees and expenses of any “qualified independent underwriter,” as such term is defined in FINRA Rule 5121 (or any successor provision) and the reasonable and documented fees and expenses of such qualified independent underwriter’s counsel in an aggregate amount not to exceed $50,000, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including fees and disbursements of one firm of counsel for the underwriters in connection with “Blue Sky” qualifications of the Registrable Securities up to an aggregate maximum of $15,000), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses and Issuer Free Writing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audits incidental to or required by any Registration or qualification and cold comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires, (vi) all fees and expenses incurred in connection with the listing of Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) all of the Company’s internal expenses

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(including all salaries and expenses of its officers and employees performing legal or accounting duties), (viii) all expenses incurred by the Company and its directors and officers related to any analyst or investor presentations or any “road-shows” for any Underwritten Offering, including all travel, meals and lodging, (ix) reasonable and documented fees, out-of-pocket costs and expenses of one firm of counsel selected by the Holder(s) of a majority of the Registrable Securities covered by each Registration Statement in an aggregate amount not to exceed, $75,000, (x) fees and disbursements of underwriters customarily paid by issuers and sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering and (xii) any other fees and disbursements customarily paid by the issuers of securities. All such fees and expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any underwriting fees, discounts and commissions, or any transfer taxes or similar taxes or charges, if any, attributable to the sale of Registrable Securities, and all such fees, discounts, commissions, taxes and charges related to any Registrable Securities shall be the sole responsibility of the Holder of such Registrable Securities.

SECTION 2.09. Indemnification.

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each of the Holders, each of their respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives (collectively, the “Stockholder Parties”) from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable and documented attorneys’, accountants’ and experts fees and expenses and costs and expenses of investigation) (each, a “Loss” and collectively “Losses”) insofar as such Losses arise out of or are relating to (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act), any Issuer Free Writing Prospectus or amendment or supplement thereto and (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, and the Company will reimburse, as incurred, each such Stockholder Party for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, that the Company shall not be liable to any Stockholder Party to the extent that any such Loss arises out of or is relating to an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or other document in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof (including without limitation any written information provided for inclusion in the Registration Statement

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pursuant to Section 2.05(a)(i)). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Stockholder Party and shall survive the transfer of such securities by such Holder. The Company shall also indemnify the underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) as may be reasonably requested by any such parties and on customary terms.

(b) Indemnification by the Participating Holders. Each Participating Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act), and each other Holder, each of such other Holder’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against (i) any Losses resulting from any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Participating Holder’s Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall include any information that has been deemed to be a part of any Prospectus under Rule 159 under the Securities Act) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or (ii) any Losses resulting from any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case with respect to clauses (i) and (ii) to the extent, but only to the extent, that such untrue statement or omission is contained in information furnished in writing by such Participating Holder or Stockholder Party to the Company specifically for inclusion in such Registration Statement (including, without limitation, any written information provided for inclusion in the Registration Statement pursuant to Section 2.05(a)(i)) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, Prospectus, offering circular, Issuer Free Writing Prospectus or other document, in reliance upon and in conformity with written information furnished to the Company by such Participating Holder expressly for use therein, (iii) in the event that the Company notifies such Participating Holder in writing of the occurrence of an event of the type specified in Section 2.05(a)(iv), to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s use of an outdated or defective Prospectus or Issuer Free Writing Prospectus after the date of such notice and prior to the date that its disposition of Registrable Securities pursuant to such Registration Statement may be resumed pursuant to Section 2.05(c) or, if applicable, such Participating Holder’s failure to use the supplemented or amended Prospectus or Issuer Free Writing Prospectus delivered to it pursuant to Section 2.05(a)(iv), but only to the extent that the use of such supplemented or amended Prospectus or Issuer Free

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Writing Prospectus would have corrected the misstatement or omission giving rise to such Loss, and (iv) in the event that the Company delivers to such Participating Holder a Postponing Officer’s Certificate or a Suspending Officer’s Certificate, to the extent, and only to the extent, of any Losses resulting from such Participating Holder’s disposition of Registrable Securities pursuant to such Registration Statement after the date of such certificate in contravention of the applicable restrictions under Sections 2.01(b) or 2.02(e). In no event shall the liability of such Participating Holder hereunder be greater in amount than the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) received by such Participating Holder under the sale of Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Section 2.09 shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after delivery of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (C) the indemnified party has reasonably concluded (based upon advice of independent outside counsel) that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, or (D) in the reasonable judgment of any such indemnified party (based upon advice of independent outside counsel), an actual or potential conflict of interest exists between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action, consent to entry of any judgment or enter into any settlement, in each case without the prior written consent (not to be unreasonably withheld) of the indemnified party, unless the entry of such judgment or settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party, and provided that any sums payable in connection with such settlement are paid in full by the indemnifying party. The indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 2.09(c), in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless the employment of more than one counsel has been authorized in writing by the indemnifying party or parties.

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(d) Contribution. If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section 2.09 is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the Commission by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 2.09(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.09(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Sections 2.09(a) and 2.09(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.09(d), in connection with any Registration Statement filed by the Company, a Participating Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) received by such Participating Holder under the sale of Registrable Securities giving rise to such contribution obligation less any amount paid by such Participating Holders pursuant to Section 2.09(b). Each Participating Holder’s obligation to contribute pursuant to this Section 2.09 is several in the proportion that the proceeds of the offering received by such Participating Holder bears to the total proceeds of the offering received by all such Participating Holders and not joint. If indemnification is available under this Section 2.09, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 2.09(a) and 2.09(b) hereof without regard to the provisions of this Section 2.09(d).

(e) No Exclusivity. The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

(f) Survival. The indemnities provided in this Section 2.09 shall survive the transfer of any Registrable Securities by such Holder.

(g) Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Participating Holder with respect to any required registration or other qualification of securities under any law other than the Securities Act or the Exchange Act.

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SECTION 2.10. Registration Defaults.

If any of the following events shall occur (each, a “Registration Default”), then the Company shall pay Additional Interest to the Note Holders as contemplated in the Exchange Agreement (Convertibles Notes):

(a) if a Registration Statement is not filed with the Commission on or prior to the Required Filing Date;

(b) if a Registration Statement is filed but not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 90th day following the relevant filing date; or

(c) if a Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement registration statement), or the Registration Statement or Prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities for a period of time which exceeds one hundred twenty (120) days in the aggregate in any consecutive 12-month period because of either a Shelf Suspension or a Demand Suspension or otherwise; provided that, no such Additional Interest shall accrue under this Section 2.10(c) if the Registration Statement ceases to be effective or usable for the offer, sale and resale of Registrable Securities solely as a result of requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein; provided further, however, that (i) upon the filing of the Registration Statement (in the case of paragraph (a) above), (ii) upon the effectiveness of the Registration Statement (in the case of paragraph (b) above), or (iii) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (c) above), the Additional Interest shall cease to accrue.

Commencing on the date any such Registration Default occurs, Additional Interest shall accrue on the aggregate outstanding principal amount of the New Convertible Notes, (i) at a rate of 0.25% per annum for the first 90 days from and including the date such Registration Default occurs and (ii) 0.50% per annum thereafter. Additional Interest shall cease to accrue when, (i) with respect to paragraph (a) above, the relevant filing is made and (ii) with respect to paragraphs (b) and (c) above, the relevant Registration Statement becomes effective.

Any amounts of Additional Interest due pursuant to this Section 2.10 will be payable in cash on the next succeeding Interest Payment Date to Note Holders entitled to receive such Additional Interest on the relevant Record Dates for the payment of interest. If any New Convertible Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Upon the cure of all Registration Defaults then continuing, the accrual of Additional Interest will automatically cease and the interest rate borne by the New Convertible Notes will revert to the original interest rate at such time.

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If Additional Interest would be payable because more than one Registration Default occurs, the Company shall only be obligated to pay Additional Interest for one Registration Default at a given time, such that the Additional Interest owed by the Company shall never exceed 0.50% per annum. Other than the Company’s obligation to pay Additional Interest in accordance with this Section 2.10, the Company will not have any liability for damages with respect to a Registration Default.

Notwithstanding any provision in this Agreement, in no event shall Additional Interest accrue to holders of Common Stock or Warrants issued upon conversion of the New Convertible Notes pursuant to the Exchange Agreement (Convertible Notes).

SECTION 2.11. Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144), all to the extent required from time to time to enable the Holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

SECTION 2.12. Limitation on Registrations and Underwritten Offerings. Notwithstanding the rights and obligations set forth in Section 2.01 and Section 2.02, in no event shall the Company be obligated to take any action to effect a Demand Registration or an Underwritten Shelf Take-Down within one hundred twenty (120) days after the consummation of a previous Demand Registration or Underwritten Shelf Take-Down, respectively.

ARTICLE III

MISCELLANEOUS

SECTION 3.01. Term. This Agreement shall terminate with respect to any Holder when it first ceases to hold any Registrable Securities; provided that Sections 2.08 and 2.09 shall survive termination of this Agreement.

SECTION 3.02. Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person will be irreparably damaged and will not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

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SECTION 3.03. Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via facsimile, with confirmation of transmission, to the number set out below or on Schedule I, as applicable, (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) when transmitted via email (including via attached pdf document), with confirmation of receipt, to the email address set out below or on Schedule I, as applicable or (e) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties as applicable, at the address set out below or on Schedule I (or such other address as such Holder may specify by notice to the Company in accordance with this Section 3.02) and the Company at the following addresses:

To the Company:

SEACOR Marine Holdings Inc.

c/o Legal Department

12121 Wickchester Lane

Suite 500

Houston, Texas 77079

Attention: Andrew H. Everett III

Email: aeverett@seacormarine.com

with a copy (which shall not constitute notice) to:

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attention: Brett Nadritch

Email: bnadritch@milbank.com

SECTION 3.04. Recapitalization. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Registrable Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to assume this Agreement or enter into a new registration rights agreement with the Holders on terms substantially the same as this Agreement as a condition of any such transaction.

SECTION 3.05. Amendment. The terms and provisions of this Agreement may only be amended, modified or waived at any time and from time to time by a writing executed by the Company and the Holders of a majority of the Registrable Securities then outstanding; provided, that if any such amendment, modification or waiver shall adversely affect the rights of any Holder, the consent of all such affected Holders shall be required.

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SECTION 3.06. Successors, Assigns and Transferees. The rights and obligations of each party hereto may not be assigned, in whole or in part, without the written consent of the Company; provided, however, that notwithstanding the foregoing, the rights and obligations set forth herein may be assigned, in whole or in part, by any Holder to any of its Affiliates and such transferee shall, with the consent of the transferring Holder, be treated as a “Holder” for all purposes of this Agreement; provided, further, that such transferee shall only be admitted as a party hereunder upon its, his or her execution and delivery of a joinder agreement in substantially the form attached as Exhibit A hereto, agreeing to be bound by the terms and conditions of this Agreement as if such Person were a party hereto (together with any other documents the Holders determine are necessary to make such Person a party hereto), whereupon such Person will be treated as a Holder for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as the transferring Holder with respect to the transferred Registrable Securities (except that if the transferee was a Holder prior to such transfer, such transferee shall have the same rights, benefits and obligations with respect to such transferred Registrable Securities as were applicable to Registrable Securities held by such transferee prior to such transfer).

SECTION 3.07. Binding Effect. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns.

SECTION 3.08. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than those Persons entitled to indemnity or contribution under Section 2.09, each of whom shall be a third party beneficiary thereof) any right, remedy or claim under or by virtue of this Agreement.

SECTION 3.09. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b)) BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 3.10. Submission to Jurisdiction; Waiver of Service and Venue. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the U.S. District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the New Convertible Notes or any other document, instrument or agreement executed or delivered in connection herewith or therewith, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New

35

York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement, the New Convertible Notes or any other document, instrument or agreement executed or delivered in connection herewith or therewith shall affect any right that any of the parties hereto may otherwise have to bring any action or proceeding relating to this Agreement, the New Convertible Notes or any other document, instrument or agreement executed or delivered in connection herewith or therewith against the Company or any of their respective Subsidiaries or any of their respective properties and the property of such Subsidiaries in the courts of any jurisdiction.

(a) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, the New Convertible Notes or any other document, instrument or agreement executed or delivered in connection herewith or therewith in any court referred to in this Section 3.10. Each of the parties hereto and each subsequent Holder of a New Convertible Note by its acceptance of such New Convertible Note, hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 3.02. Nothing in this Agreement, the New Convertible Notes or any other document, instrument or agreement executed or delivered in connection herewith or therewith will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 3.11. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHER THEORY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.11.

SECTION 3.12. Immunity Waiver. The Company hereby irrevocably waives, to the fullest extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement.

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SECTION 3.13. Existing RRA Waiver. The parties hereto agree that upon execution of this Agreement the Existing RRA will immediately terminate and be of no further force or effect.

SECTION 3.14. Entire Agreement. This Agreement sets forth the entire agreement among the parties hereto with respect to the subject matter hereof. Any prior agreements or understandings among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

SECTION 3.15. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

SECTION 3.17. Headings. The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

SCHEDULE I

HOLDERS:

EXHIBIT A

FORM OF JOINDER

THIS JOINDER (this “Joinder”) to the Registration Rights Agreement dated as of [                ], 2022, by and among SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I thereto (the “Registration Rights Agreement”), is made and entered into as of [                ], by and between the Company and [                ] (the “Assuming Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Registration Rights Agreement.

WHEREAS, the Assuming Holder has acquired certain Registrable Securities from [                ].

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties to this Joinder hereby agree as follows:

Agreement to be Bound. The Assuming Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Registration Rights Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as though an original party thereto and shall be deemed a Holder for all purposes thereof.

Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors, heirs and assigns and the Assigning Holder and its successors, heirs and assigns.

Notices. For purposes of Section 3.03 (Notices) of the Registration Rights Agreement, all notices, requests and demands to the Assigning Holder shall be directed to:

[Name]

[Address]

Governing Law. The provisions of Section 3.09 (Governing Law; Jurisdiction; Agent for Service), Section 3.10 (Submission to Jurisdiction; Waiver of Service and Venue), Section 3.11 (Waiver of Jury Trial) and Section 3.16 (Counterparts) of the Registration Rights Agreement are incorporated herein by reference as if set forth in full herein and shall apply to the terms and provisions of this Joinder and the parties hereto mutatis mutandis.

Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

*    *    *    *    *

IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Registration Rights Agreement as of the date first written above.

Exhibit 10.1

EXECUTION VERSION

FRAMEWORK AGREEMENT

by and among

SEACOR MARINE HOLDINGS INC.,

SEACOR MARINE LLC,

SEACOR OFFSHORE LLC,

SEACOR MARINE CAPITAL INC.,

OPERADORA DE TRANSPORTES MARITIMOS, S.A. DE C.V.,

OFFSHORE VESSELS HOLDING, S.A.P.I. DE C.V.,

and

CME DRILLSHIP HOLDINGS DAC

dated as of September 29, 2022

TABLE OF CONTENTS

-i-

EXHIBITS

SCHEDULES

-ii-

FRAMEWORK AGREEMENT

This FRAMEWORK AGREEMENT (this “Agreement”) is made as of September 29, 2022, by and among (a) SEACOR Marine Holdings Inc., a Delaware corporation (“SMHI”), SEACOR Marine LLC, a Delaware limited liability company (“SEACOR Marine LLC”), SEACOR Offshore LLC, a Delaware limited liability company (“SEACOR Offshore”), and SEACOR Marine Capital Inc., a Delaware corporation (“SEACOR Marine Capital” and, together with SMHI, SEACOR Marine LLC and SEACOR Offshore, the “SEACOR Marine Group Parties” and each, a “SEACOR Marine Group Party”), on the one hand, and (b) Operadora de Transportes Maritimos, S.A. de C.V., a company organized under the Laws of Mexico (“OTM”), CME Drillship Holdings DAC, an Irish Designated Activity Company (“CME Ireland”), and Offshore Vessels Holding, S.A.P.I. de C.V., a company organized under the Laws of Mexico (“OVH” and, together with OTM and CME Ireland, the “OTM Group Parties” and each, an “OTM Group Party”), on the other hand. The SEACOR Marine Group Parties and the OTM Group Parties are sometimes referred to herein, collectively, as the “Parties”, and each of them is sometimes referred to herein, individually, as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings specified in Section 1.01.

RECITALS

WHEREAS, certain Subsidiaries of SMHI and OTM are parties to that certain Joint Venture and Shareholders Agreement of Mantenimiento Express Maritimo, S.A.P.I. de C.V., a company organized under the Laws of Mexico (“MexMar”), dated as of July 1, 2011 (as amended, the “MexMar JV Agreement”);

WHEREAS, in accordance with the MexMar JV Agreement, MexMar owns and operates offshore vessels in support of the oil and gas industry in Mexico;

WHEREAS, in accordance with the Organizational Documents of OVH, OVH also owns and operates offshore vessels in support of the oil and gas industry in Mexico;

WHEREAS, in accordance with that certain Amended and Restated Limited Liability Company Agreement of SEACOR Marlin LLC, a Marshall Islands limited liability company (“SEACOR Marlin”), by and between SEACOR Offshore, and MEXMAR Offshore (MI) LLC, a Marshall Islands limited liability company and Subsidiary of MexMar (“MOMI”), dated as of September 13, 2018 (the “SEACOR Marlin A&R LLC Agreement”), SEACOR Marlin owns, operates and charters the SEACOR Marlin vessel;

WHEREAS, as of the date hereof, (i) SEACOR Marine LLC owns all of the Equity Interests in SEACOR Marine International LLC, a Delaware limited liability company (“SEACOR Marine International”), (ii) SEACOR Marine International and OTM collectively own (either directly or by means of the Security Trust) all of the Equity Interests in MexMar and OVH, and (iii) SMHI and OTM collectively own, directly or indirectly, all of the Equity Interests in SEACOR Marlin (SEACOR Marlin, together with MexMar and OVH, the “Joint Ventures” and together with their respective Subsidiaries, the “JV Entities”);

WHEREAS, in connection with the consummation of the transactions contemplated hereby and immediately prior to the Closing, (i) SEACOR Marine International transferred to SEACOR Marine LLC and its Affiliates (other than the SEACOR Marine Transferred Entities) all of its assets and Liabilities other than its Equity Interests in the SEACOR Marine Transferred Entities (including its rights (derechos fideicomisarios) with respect to the Security Trust) and the contributions for future capital increases (aportaciones para futuros aumentos de capital) registered in favor of SEACOR Marine International in MexMar and OVH, and (ii) Subsidiaries of SMHI transferred to SEACOR Offshore LLC all right, title and interests in and to the SEACOR Davis Vessel (collectively, the “SEACOR Marine Pre-Closing Transfers”);

WHEREAS, OTM desires to acquire from SEACOR Marine LLC, and SEACOR Marine LLC desires to sell to OTM, all of the SEACOR Marine International Interests (the “SEACOR Marine Transferred Equity Interests”);

WHEREAS, in connection with the consummation of the transactions contemplated hereby and immediately prior to the Closing, (i) MOMI transferred all of its right, title and interest in and to the SEACOR Marlin Interests to CME Ireland pursuant to that certain Assignment Agreement by and between MOMI, CME Ireland and SEACOR Marlin, and (ii) MexMar transferred all of its right, title and interest in and to the OTM Transferred Assets to OVH (collectively, the “MexMar Pre-Closing Transfers” and, together with the SEACOR Marine Pre-Closing Transfers, the “Pre-Closing Transfers”);

WHEREAS, in connection with the Alice G McCall Vessel, OVH has an outstanding loan in favor of SEACOR Marine Capital in the aggregate amount (including interest) of $1,394,084.57 as of September 28, 2022 (the “Alice G McCall Vessel Loan”); and

WHEREAS, at the Closing, on the terms and subject to the conditions set forth in this Agreement, and after giving effect to the Pre-Closing Transfers, (i) OTM will acquire from SEACOR Marine LLC, and SEACOR Marine LLC will sell to OTM, the SEACOR Marine Transferred Equity Interests; (ii) SEACOR Offshore will acquire from CME Ireland, and CME Ireland will sell to SEACOR Offshore, the SEACOR Marlin Interests owned by CME Ireland (collectively, the “OTM Transferred Equity Interests”), in exchange for the SEACOR Davis Vessel; and (iii) SEACOR Marine Capital will acquire from OVH, and OVH will assign, convey and transfer the OTM Transferred Assets to SEACOR Marine Capital, in full repayment and satisfaction of the Alice G McCall Vessel Loan.

AGREEMENT

NOW, THEREFORE, in consideration for the promises, representations and warranties and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions. For purposes of this Agreement, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person Controlling, Controlled by, or under common Control with such Person.

“Agreement” has the meaning set forth in the preamble hereof.

“Alice G McCall Vessel” means the fast support vessel known as the “Alice G McCall”, Official Number 1211724.

“Alice G McCall Vessel Loan” has the meaning set forth in the recitals hereof.

“Asset Purchase Agreement” means the Asset Purchase Agreement by and between SEACOR Marine Capital, as purchaser, and OVH, as seller, being entered into concurrently with the execution and delivery of this Agreement, whereby OVH will transfer title to the OTM Transferred Assets to SEACOR Marine Capital, in substantially the form attached hereto as Exhibit J.

“Balance Sheet Date” has the meaning set forth in Section 3.03(a).

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“Bareboat Charter Agreement” means the Bareboat Charter Agreement by and between MexMar and SEACOR Marlin being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit A.

“Books and Records” means, with respect to SEACOR Marine International, copies of its Organizational Documents and all files, documents, instruments, papers, books and records to the extent primarily relating to its business or assets, including financial statements, Tax Returns and related work papers and letters from accountants, ledgers, journals, deeds, title policies, minute books, Equity Interest certificates and books, Equity Interest transfer ledgers, contracts, licenses, operating data and other similar information, in each case, held by SMHI or its Subsidiaries.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York or Mexico City, Mexico.

“Closing” has the meaning set forth in Section 2.02(a).

“Closing Date” has the meaning set forth in Section 2.02(a).

“CME Ireland” has the meaning set forth in the preamble hereof.

“Code” means the U.S. Internal Revenue Code of 1986.

“Consent” means any consent, approval, authorization, expiration or termination of applicable waiting period (including any extension thereof), exemption, waiver, variance, filing, registration or notification.

“Contract” means any written or oral agreement, arrangement, contract, lease, license or obligation, or other legally binding agreement, commitment or undertaking.

“Contracting Party” has the meaning set forth in Section 7.13.

“Control” means the possession, directly or indirectly, of the power to direct the management and policies of any Person, whether through the ownership of voting securities, Contract or otherwise.

“Environmental Law” means any applicable Laws relating to pollution or the protection of the human health (to the extent relating to exposure to hazardous substances) or the environment.

“Equity Interest” means, with respect to any entity, any corporate stock, share, partnership interest, limited liability company interest, membership interest or unit, or any other equity interest of, or other equity participation or security (including phantom equity participation) in, such entity that confers on any Person the right to receive a share of the profits and losses of, or distribution of the assets of, such entity.

“Financial Statements” has the meaning set forth in Section 3.03(a).

“Fraud” means, with respect to any Party, any willful breach or inaccuracy of any representation or warranty made by any Party set forth in this Agreement that constitutes knowing and intentional common Law fraud under the Laws of the State of Delaware (it being understood and agreed that “Fraud” shall not be deemed to include constructive fraud, negligence or recklessness).

“GAAP” means generally accepted accounting principles in the United States.

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“Governmental Authority” means any (a) foreign or domestic, supranational or national, or U.S., Mexican or foreign federal, state, regional, municipal, provincial or local governmental authority, or any political subdivision of any of the foregoing, (b) any court of competent jurisdiction, administrative agency or commission, tribunal or arbitral body or (c) any quasi-governmental authority or similar instrumentality of any governmental authority.

“Indebtedness” means (a) indebtedness for borrowed money or issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) amounts owing as deferred purchase price for property or services, including all seller notes and “earn out” payments, whether or not matured, (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument, debt security or other similar instrument, (d) indebtedness secured by a Lien, (e) obligations or commitments to repay deposits or other amounts advanced by and owing to third parties, (f) any liability in respect of banker’s acceptances or letters of credit (to the extent drawn), (g) obligations under any interest rate, currency or other hedging agreement, (h) obligations under leases that should be recorded as capital leases under GAAP, (i) direct or indirect guarantees or other contingent liabilities with respect to any indebtedness, obligation, claim or liability of any other Person of a type described in clauses (a) through (h) above, or (j) any obligations in the nature of accrued and unpaid interest, premiums, late charges, termination fees, costs or penalties with respect to any of the foregoing.

“Indemnified Party” has the meaning set forth in Section 6.04(a).

“Indemnifying Party” has the meaning set forth in Section 6.04(a).

“InfraMar” means Infraestructura Del Mar, S.A.P.I de C.V., a company organized under the Laws of Mexico.

“Joint Ventures” has the meaning set forth in the recitals hereof.

“JV Entities” has the meaning set forth in the recitals hereof.

“JV Termination Agreement” means the termination and release agreement by and among each of the parties to the MexMar JV Agreement, being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit B.

“Laws” means all laws, constitutions, treaties, statutes, rules, regulations, ordinances, directives, treaties of any Governmental Authority and all Orders.

“Liability” means any liability, Indebtedness, Loss, obligation, claim, cost, penalty, Tax (whether known or unknown, whether direct or indirect, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured and whether due or to become due).

“Liens” means any lien, mortgage, security interest, pledge, charge, claim, lease, option, easement, encroachment, restriction on assignment, transfer or voting, title retention agreement or arrangement or other similar encumbrance or restriction.

“Loan Termination Agreement” means the loan termination agreement by and between SEACOR Marine Capital and OVH, being entered into concurrently with the execution and delivery of this Agreement, whereby SEACOR Marine Capital will terminate the Alice G McCall Vessel Loan and fully and unconditionally release OVH and each member of the OTM Group from any Liabilities thereunder, in substantially the form attached hereto as Exhibit I.

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“Losses” means any and all losses, liabilities, damages, fines, penalties, interest payments, judgements and other costs and expenses (including documented out-of-pocket costs and expenses of Proceedings, amounts paid in connection with any assessments, judgments or settlements relating thereto, court costs, and reasonable fees of attorneys, accountants and other experts incurred in connection with defending against any such Proceedings).

“MexMar” has the meaning set forth in the recitals hereof.

“MexMar Credit Facility” means that certain Second Amended and Restated Term Loan Credit Facility Agreement by and between MexMar and the MexMar Lenders, dated as of July 8, 2022.

“MexMar JV Agreement” has the meaning set forth in the recitals hereof.

“MexMar Lenders” means each of DNB Capital LLC, as Lender, the Governor and Company of the Bank of Ireland, as Lender, and DNB Bank ASA, New York Branch, as Swap Bank, Facility Agent and Collateral Agent, under the MexMar Credit Facility.

“MexMar Lender Waiver” means the Waiver by and between MexMar and the MexMar Lenders, being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit C.

“MexMar Pre-Closing Transfers” has the meaning set forth in the recitals hereof.

“MOMI” has the meaning set forth in the recitals hereof.

“Names” has the meaning set forth in Section 5.04(a).

“Non-Recourse Party” has the meaning set forth in Section 7.13.

“Order” means any order, decision, ruling, writ, judgment, injunction, decree, stipulation, determination, award, assessment, agreement or other similar determination (in each case, whether preliminary or final) issued, promulgated or entered by or with any Governmental Authority.

“Organizational Documents” means, with respect to (a) any corporation or Mexican company, its articles or certificate of incorporation and bylaws, shareholder agreements or documents of similar substance, (b) any limited liability company, its articles or certificate of organization or formation and its operating agreement or limited liability company agreement or documents of similar substance, (c) any partnership (whether general or limited), its certificate of partnership and partnership agreement or documents of similar substance and (d) any other entity, its organizational and governing documents of similar substance to any of the foregoing.

“OTM” has the meaning set forth in the preamble hereof.

“OTM General Representations” has the meaning set forth in Section 6.03(a).

“OTM Group” means, collectively, OTM and its Subsidiaries, including, from and after the Closing, SEACOR Marine International, MexMar, OVH and InfraMar.

“OTM Group Parties” has the meaning set forth in the preamble hereof.

“OTM Group Released Person” has the meaning set forth in Section 7.14(a).

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“OTM Group Releasing Person” has the meaning set forth in Section 7.14(a).

“OTM Indemnified Parties” has the meaning set forth in Section 6.02(a).

“OTM Transferred Assets” means, collectively, all of the OTM Group’s right, title and interest in and to (i) the SEACOR Viking – Hybrid container, assembled in Norway and imported with HS Code 85371000, weighing 18,000 kg and measuring 6700 x 2500 x 3700, including rectifiers / convertors (Drives), transformers and battery module racks presently located at Bollinger shipyard in Morgan City, Louisiana and as further described in American Bureau of Shipping (“ABS”) Survey Report Number OS3507427, AG3227084.R1, AG3227089.R1, and GE3468763, and (ii) the SEACOR Viking – Battery modules, presently located at Corvus facility in Richmond, British Columbia, and as further described in ABS Survey Report Numbers VA3467025, and as such system is more fully described in Kongsberg Maritime AS Quotation Technical Section – 102576-4 regarding “Hybrid Power upgrade”.

“OTM Transferred Equity Interests” has the meaning set forth in the recitals hereof.

“OVH” has the meaning set forth in the preamble hereof.

“Party” or “Parties” has the meaning set forth in the preamble hereof.

“Permitted Liens” means (a) Liens existing under the MexMar Credit Facility and the Alice G McCall Vessel Loan, and (b) restrictions on sales of securities under the MexMar JV Agreement, the Organizational Documents of OVH, MexMar, InfraMar, SEACOR Marlin and SEACOR Marine International and applicable securities Laws.

“Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or other entity (including any Governmental Authority).

“Pre-Closing Transfers” has the meaning set forth in the recitals hereof.

“Proceeding” means any action, claim, demand, litigation, suit, or other proceeding by or before any Governmental Authority.

“Purchase Price” means $66,000,000, of which (i) $44,220,000 are allocated to the Equity Interests and contributions for future capital increases (aportaciones para futuros aumentos de capital) registered in favor of SEACOR Marine International in MexMar, (ii) $21,779,999 are allocated to the Equity Interests and contributions for future capital increases (aportaciones para futuros aumentos de capital) registered in favor of SEACOR Marine International in OVH, and (iii) $1 is allocated to the Equity Interests and contributions for future capital increases (aportaciones para futuros aumentos de capital) registered in favor of SEACOR Marine International in InfraMar.

“Reactivation Expenses” has the meaning set forth in Section 2.01(b).

“Representatives” means, with respect to any Person, such Person’s members, partners, equityholders, trustees, directors, managers, officers, employees, attorneys, consultants, advisors (including investment advisors), representatives and other agents acting on behalf of such Person in connection with the transactions contemplated hereby.

“ROFO Exercise Notice” has the meaning set forth in Section 5.06.

“ROFO Notice” has the meaning set forth in Section 5.06.

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“ROFO Offer” has the meaning set forth in Section 5.06.

“SEACOR Davis Bill of Sale” means the bill of sale by and between SEACOR Offshore and CME Ireland being entered into concurrently with the execution and delivery of this Agreement, whereby SEACOR Offshore will transfer, assign and convey to CME Ireland all of SEACOR Offshore’s right, title and interest in and to the SEACOR Davis Vessel, in substantially the form attached hereto as Exhibit H.

“SEACOR Davis Vessel” means the anchor handling towing supply vessel known as the “SEACOR Davis”, MI Official Number 9855.

“SEACOR Marine Capital” has the meaning set forth in the preamble hereof.

“SEACOR Marine Group” means, collectively, each of the SEACOR Marine Group Parties and their Subsidiaries (other than the SEACOR Marine Transferred Entities), including, from and after the Closing, SEACOR Marlin.

“SEACOR Marine Group Parties” has the meaning set forth in the preamble hereof.

“SEACOR Marine Group Released Person” has the meaning set forth in Section 7.14(b).

“SEACOR Marine Group Releasing Person” has the meaning set forth in Section 7.14(b).

“SEACOR Marine Indemnified Parties” has the meaning set forth in Section 6.03(a).

“SEACOR Marine International” has the meaning set forth in the recitals hereof.

“SEACOR Marine International Assignment Agreement” means the Assignment Agreement by and between OTM, SEACOR Marine LLC and SEACOR Marine International, being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit G.

“SEACOR Marine International Interests” means the issued and outstanding Equity Interests of SEACOR Marine International.

“SEACOR Marine International Second A&R LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of SEACOR Marine International, being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit F.

“SEACOR Marine LLC” has the meaning set forth in the preamble hereof.

“SEACOR Marine Pre-Closing Transfers” has the meaning set forth in the recitals hereof.

“SEACOR Marine Transferred Entities” means, collectively, MexMar, OVH, InfraMar and each of their respective Subsidiaries (other than SEACOR Marlin).

“SEACOR Marine Transferred Equity Interests” has the meaning set forth in the recitals hereof.

“SEACOR Marlin” has the meaning set forth in the recitals hereof.

“SEACOR Marlin A&R LLC Agreement” has the meaning set forth in the recitals hereof.

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“SEACOR Marlin Assignment Agreement” means the Assignment Agreement by and between CME Ireland, SEACOR Offshore and SEACOR Marlin, being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit E.

“SEACOR Marlin Interests” means the issued and outstanding Equity Interests of SEACOR Marlin.

“SEACOR Marlin Second A&R LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of SEACOR Marlin, being entered into concurrently with the execution and delivery of this Agreement, in substantially the form attached hereto as Exhibit D.

“SEACOR Offshore” has the meaning set forth in the preamble hereof.

“Security Trust” has the meaning set forth in Section 6.01.

“SMHI” has the meaning set forth in the preamble hereof.

“SMHI Fundamental Representations” has the meaning set forth in Section 6.01.

“SMHI General Representations” has the meaning set forth in Section 6.01.

“Subsidiary” means, with respect to any Person: (a) any corporation, partnership, limited liability company or other entity a majority of the interests of which having voting power under ordinary circumstances to elect at least a majority of the board of directors, general partners, board of managers or other Persons performing similar functions is at the time owned or controlled, directly or indirectly, by such Person or by one or more of the other direct or indirect Subsidiaries of such Person or a combination thereof (regardless of whether, at the time, interests of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency), (b) a partnership in which such Person or any direct or indirect Subsidiary of such Person is a general partner or (c) a limited liability company or other entity in which such Person or any direct or indirect Subsidiary of such Person is a manager.

“Tax” or “Taxes” means any tax of any kind whatsoever, including any U.S. or Mexican federal, state, local or foreign income, profits, gross or net receipts, property, sales, use, capital gain, transfer, excise, license, production, franchise, employment, social security, occupation, payroll, registration, capital, government pension or insurance, royalty, escheat, unclaimed property, severance, stamp or documentary, value-added, goods and services, business or occupation or other tax, levy, import, duty, charge, or employer social security contribution collected or assessed by, or payable to, a Governmental Authority, together with all related fines, penalties, and interest.

“Tax Returns” means any return, declaration, report, claim for refund or information return or statement (including schedules or attachments thereto or amendments thereof) filed or required to be filed with any Governmental Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax.

“Third Party Claim” has the meaning set forth in Section 6.04(a).

“Transaction Documents” means this Agreement, the Asset Purchase Agreement, the Bareboat Charter Agreement, the JV Termination Agreement, the SEACOR Marlin Assignment Agreement, the SEACOR Marine International Assignment Agreement, the SEACOR Marlin Second A&R LLC Agreement, the SEACOR Marine International Second A&R LLC Agreement, the SEACOR Davis Bill of Sale, the Loan Termination Agreement, and all other documents or certificates delivered or required to be delivered by any Party pursuant to this Agreement.

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“Transaction Expenses” means all costs and expenses incurred in connection with negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the fees and disbursements of counsel, accountants, financial advisors, experts and consultants.

Section 1.02 Other Definitional Provisions

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(a) All references in this Agreement to Exhibits, Articles, Sections, clauses and other subdivisions refer to the corresponding Exhibits, Articles, Sections, clauses and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, clauses or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof.

(b) The Exhibits to this Agreement are attached hereto and by this reference incorporated herein for all purposes.

(c) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular clause or other subdivision thereof unless expressly so limited. The words “this Article,” “this Section,” “this clause,” and words of similar import, refer only to the Article, Section, clause or other subdivision hereof in which such words occur. The word “or” has the inclusive meaning “and/or,” and the word “including” (and correlative forms thereof) shall be deemed to be followed by the phrase “without limitation.”

(d) All references to “$,” “U.S. Dollars,” “Dollars” and “dollars” and other monetary figures shall be deemed to refer to United States currency unless otherwise expressly provided herein. All accounting terms used but not defined herein shall have the meanings given to them under GAAP.

(e) Pronouns in masculine, feminine or neuter genders shall be construed to include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, in each case, unless the context otherwise requires.

(f) Unless the context otherwise requires, any reference to (i) any Person shall be deemed to refer to such Person’s successors and permitted assigns, and, in the case of any Governmental Authority, to any Person(s) succeeding to its functions and capacities, (ii) any Affiliate of any Person shall be deemed to refer to such Person’s Affiliate at any given time of determination, (iii) any Law shall be deemed to refer to all rules and regulations promulgated thereunder and (iv) any Contract or Law shall be deemed to refer to such Contract or Law as amended, supplemented or otherwise modified (including, in the case of any Contract, any waivers thereto) from time to time (and in the case of any Contract, in accordance with the terms hereof or thereof, as applicable), and in effect at any given time (and in the case of any Law, to any successor provisions).

(g) Any reference to any “day” or any number of “days” without explicit reference to “Business Days” shall be deemed to refer to a calendar day or number of calendar days. If any action is to be taken on or by a particular calendar day that is not also a Business Day, then such action may be deferred until the immediately succeeding Business Day.

(h) The language used in this Agreement shall be deemed to be the language chosen jointly by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person.

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ARTICLE II

PURCHASE AND SALE

Section 2.01 Purchase and Sale.

(a) Transferred Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(i) SEACOR Marine LLC shall sell, assign, transfer and convey to OTM, and OTM shall purchase and acquire from SEACOR Marine LLC, all of SEACOR Marine LLC’s right, title and interest in and to the SEACOR Marine Transferred Equity Interests, free and clear of all Liens (other than Liens arising under the Organizational Documents of SEACOR Marine International and applicable securities Laws); and

(ii) CME Ireland shall sell, assign, transfer and convey to SEACOR Offshore, and SEACOR Offshore shall purchase and acquire from CME Ireland, all of CME Ireland’s right, title and interest in and to the OTM Transferred Equity Interests, in each case, free and clear of all Liens (other than Liens arising under the Organizational Documents of SEACOR Marlin and applicable securities Laws).

(b) Transferred Assets and Loan Repayment. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) OTM shall cause OVH to assign, transfer, convey and deliver to SEACOR Marine Capital, and SEACOR Marine Capital shall acquire from OVH, all of OVH’s right, title and interest in and to the OTM Transferred Assets, in full repayment of the Alice G McCall Vessel Loan, such that, immediately following the Closing, there will be no further obligations of OVH or any other member of the OTM Group (or any of their respective Affiliates), monetary or otherwise, with respect to the Alice G McCall Vessel Loan, (ii) SEACOR Offshore shall convey and transfer to CME Ireland, and CME Ireland shall acquire from SEACOR Offshore, the SEACOR Davis Vessel as further described in Section 2.01(c)(ii); and (iii) MexMar shall pay to SEACOR Marine LLC (or its designee) the balance of $2,750,000 to cover all properly documented reactivation costs and expenses incurred by any member of the SEACOR Marine Group with respect to the reactivation of the SEACOR Davis Vessel (the “Reactivation Expenses”). Within 30 days from the Closing, SEACOR Marine LLC shall deliver to MexMar a reconciliation report of all Reactivation Expenses incurred by the SEACOR Marine Group up until delivery of the SEACOR Davis Vessel to CME Ireland in accordance with this Agreement, which report shall include invoices and other supporting documentation that is reasonably requested by MexMar with respect to such expenses. If the amounts shown in such report are greater than the Reactivation Expenses, and MexMar approved such excess amounts in writing, MexMar shall reimburse the SEACOR Marine Group the excess amount within five Business Days from receiving such report. If the amounts shown on the report are lower than the Reactivation Expenses, SEACOR Marine LLC shall reimburse MexMar such deficiency within five Business Days from receiving such report.

(c) Consideration. At the Closing:

(i) OTM shall pay to SEACOR Marine LLC, as full consideration for the SEACOR Marine Transferred Equity Interests, an aggregate amount in cash equal to the Purchase Price by wire transfer of immediately available funds in U.S. Dollars to an account designated in writing by SEACOR Marine LLC;

(ii) SEACOR Offshore shall convey and transfer to CME Ireland, as full consideration for the OTM Transferred Equity Interests, all of SEACOR Offshore’s right, title and interest in and to the SEACOR Davis Vessel, at an agreed transfer value of $7,000,000; and

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(iii) OVH shall convey and transfer to SEACOR Marine Capital, as repayment and settlement in full of all of the obligations now or hereinafter existing under the Alice G McCall Vessel Loan, all of OVH’s right, title and interest in and to the OTM Transferred Assets.

Section 2.02 The Closing; Closing Deliveries.

(a) On the terms and subject to the conditions set forth in this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place electronically through the exchange of documents via e-mail concurrently with the execution and delivery of this Agreement on the date hereof (the “Closing Date”). The Closing shall be deemed to have been consummated at 12:01 a.m. New York, New York local time on the Closing Date, and all actions required to be taken pursuant hereto at the Closing (including the delivery of all Closing deliveries pursuant to Section 2.02(b) and Section 2.02(c)) shall occur and shall be deemed to take place simultaneously.

(b) At the Closing, the SEACOR Marine Group Parties shall deliver, or cause to be delivered, to the OTM Group Parties:

(i) an executed counterpart for each Transaction Document to which each of the SEACOR Marine Group Parties (or any member of the SEACOR Marine Group) is specified to be a party, duly executed by an authorized Representative of such SEACOR Marine Group Party or the applicable member of the SEACOR Marine Group;

(ii) resignation letters of John Gellert, Jesus Llorca, Monty Dames, Jr., Andrew Everett, Gregory Rossmiller and Humberto Fitzgerald Romero Alvares as officers and members of the Board of Directors (or equivalent governing body), as applicable, of SEACOR Marine International, InfraMar and the JV Entities (other than SEACOR Marlin);

(iii) an executed counterpart of the joint unanimous written consent of the members and the Board of Managers of SEACOR Marlin, on which it is resolved to (A) authorize the transfer of the OTM Transferred Equity Interests to SEACOR Offshore, and waive all restrictions on transfer of the OTM Transferred Equity Interests to SEACOR Offshore, (B) accept the resignations delivered by the members of the Board of Directors of SEACOR Marlin pursuant to Section 2.02(c)(iii), and approve a full release of such Persons from any Liability related to their actions as members of the Board of Directors of SEACOR Marlin, and (C) revoke all powers of attorney granted to any attorney in fact appointed by members of the OTM Group;

(iv) an executed counterpart of the joint unanimous written consent of the sole member and the Board of Directors of SEACOR Marine LLC, on which it is resolved to (A) authorize the transfer of the SEACOR Marine Transferred Equity Interests to OTM, and waive all restrictions on transfer of the SEACOR Marine Transferred Equity Interests to OTM, (B) accept the resignations delivered by the members of the Board of Directors of SEACOR Marine International pursuant to Section 2.02(b)(ii), and approve a full release of the members of the Board of Directors of SEACOR Marine International who resign pursuant to Section 2.02(b)(ii) from any Liability related to their actions as members of the Board of Directors, and (C) revoke all powers of attorney granted to any attorney in fact appointed by members of the SEACOR Marine Group;

(v) an executed counterpart of the unanimous resolutions of the shareholders of MexMar, OVH and InfraMar, on which it is resolved to (A) accept the resignations delivered by the members of the Board of Directors of MexMar, OVH and InfraMar pursuant to Section 2.02(b)(ii), and approve a full release of the members of the Board of Directors of each of MexMar, OVH and InfraMar who resign pursuant to Section 2.02(b)(ii) from any Liability related to their actions as members of the Board of Directors, (B) revoke all powers of attorney granted to any attorney in fact appointed by members

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of the SEACOR Marine Group, (C) with respect to the unanimous resolutions of the shareholders of MexMar and InfraMar, approve the termination of the MexMar JV Agreement and the execution of the JV Termination Agreement, (D) with respect to the unanimous resolutions of the shareholders of MexMar, approve (1) the MexMar Pre-Closing Transfers, (2) the execution of the MexMar Lender Waiver, and (3) the execution of the Bareboat Charter Agreement, and (E) with respect to the unanimous resolutions of the shareholders of OVH, approve (1) the transfer of the OTM Transferred Assets to SEACOR Marine Capital and the execution of the Asset Purchase Agreement, and (2) the cancellation of the Alice G McCall Vessel Loan and the execution of the Loan Termination Agreement;

(vi) the Books and Records, other than (i) any Books and Records that the SEACOR Marine Group Parties are required by Law to retain (copies of which, to the extent permitted by Law, will be delivered to OTM at Closing) and (ii) personnel and employment records for employees and former employees who are not employees of the JV Entities; and

(vii) the MexMar Lender Waiver, duly executed by MexMar and the MexMar Lenders; and

(viii) copies of (A) the construction agreement, including exhibits, schedules and warranties, of the SEACOR Davis Vessel, (B) the bill of sale or other equivalent title documents evidencing SEACOR Offshore’s title to the SEACOR Davis Vessel, navigation patents (patente de navegacion) or transcripts of registry evidencing ownership to the SEACOR Davis Vessel free and clear of all Liens, other than Permitted Liens, and (C) all permits (including importation permits), certifications, and licenses related to the SEACOR Davis Vessel, including any ABS certificates, classification certificates, loadline certificates, radio licenses, engineering plans and drawings, and historical preventive maintenance records of the vessel.

(c) At the Closing, without limiting OTM’s obligation to pay the amounts specified in Section 2.01(c), the OTM Group Parties shall deliver, or cause to delivered, to the SEACOR Marine Group Parties:

(i) an executed counterpart for each Transaction Document to which each of the OTM Group Parties (or any member of the OTM Group) is specified to be a party, duly executed by an authorized Representative of such OTM Group Party or the applicable member of the OTM Group;

(ii) an invoice, which shall comply with all fiscal applicable requirements, evidencing the transfer of title of the OTM Transferred Assets to SEACOR Marine Capital;

(iii) resignation letters of Alfredo Miguel Bejos, Alejandro Garcia Bejos and Alejandro Romano Baez from the Board of Managers of SEACOR Marlin;

(iv) the MexMar Lender Waiver, duly executed by MexMar and the MexMar Lenders;

(v) an executed counterpart of the joint unanimous written consent of the members and the Board of Managers of SEACOR Marlin, on which it is resolved to (A) authorize the transfer of the OTM Transferred Equity Interests to SEACOR Offshore, and waive all restrictions on transfer of the OTM Transferred Equity Interests to SEACOR Offshore, (B) accept the resignations delivered by the members of the Board of Directors of SEACOR Marlin pursuant to Section 2.02(c)(iii), and approve a full release of such Persons from any Liability related to their actions as members of the Board of Directors of SEACOR Marlin, and (C) revoke all powers of attorney granted to any attorney in fact appointed by members of the OTM Group; and

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(vi) an executed counterpart of the shareholder’s meeting or unanimous resolutions of the shareholders of each of MexMar, OVH and InfraMar, on which it is resolved to (A) accept the resignations delivered by the members of the Board of Directors of MexMar, OVH and InfraMar pursuant to Section 2.02(b)(ii), and approve a full release of the members of the Board of Directors of each of MexMar, OVH and InfraMar who resign pursuant to Section 2.02(b)(ii) from any Liability related to their actions as members of the Board of Directors, (B) revoke all powers of attorney granted to any attorney in fact appointed by members of the SEACOR Marine Group, and, with respect to the unanimous resolutions of the shareholders of MexMar, (C) approve the termination of the MexMar JV Agreement and the execution of the JV Termination Agreement, (D) with respect to the unanimous resolutions of the shareholders of MexMar, approve (1) the MexMar Pre-Closing Transfers, (2) the execution of the MexMar Lender Waiver, and (3) the execution of the Bareboat Charter Agreement, and (E) with respect to the unanimous resolutions of the shareholders of OVH, approve (1) the transfer of the OTM Transferred Assets to SEACOR Marine Capital and the execution of the Asset Purchase Agreement, and (2) the cancellation of the Alice G McCall Vessel Loan and the execution of the Loan Termination Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AS TO THE SEACOR MARINE GROUP

Except as expressly set forth in the Schedules, SMHI represents and warrants to the OTM Group Parties as follows:

Section 3.01 Organization and Standing. Each of the SEACOR Marine Group Parties (a) is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of the State of Delaware and (b) has all requisite corporate power and authority to own, operate and lease its assets and conduct its business, in each case, as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the SEACOR Marine Group Parties to consummate the transactions contemplated by this Agreement. Each of the SEACOR Marine Group Parties is duly qualified to do business and in good standing in each jurisdiction in which such qualification is required by applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the SEACOR Marine Group Parties to consummate the transactions contemplated by this Agreement. SEACOR Marine International is classified as a disregarded entity for U.S. federal income tax purposes.

Section 3.02 No Conflicts. The execution and delivery by each member of the SEACOR Marine Group of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) breach, conflict with or violate its Organizational Documents, (b) assuming all Consents set forth on Schedule 3.02 are obtained or made, result in any conflict, breach of or default under (or an event that, with or without notice or lapse of time, or both would constitute a breach or violation of or default under), or give rise to a right of termination, cancellation or acceleration of any obligation under, any material Contract to which it is a party or by which any of its assets are bound or (c) violate any Laws applicable to it or its assets, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to materially impair its ability to consummate the transactions contemplated by this Agreement.

Section 3.03 Financial Statements.

(a) Schedule 3.03(a) includes the unaudited balance sheet of SEACOR Marine International as of August 31, 2022 (the “Balance Sheet Date”) and the related unaudited statement of income for the eight (8) months ended on the Balance Sheet Date (the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, except as otherwise described therein or on the Schedules and subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. The Financial Statements fairly present, in all material respects, the financial position of SEACOR Marine International, as of the dates thereof, respectively, and the related statements of income and stockholders’ equity fairly present, in all material respects, the results of the operations and stockholders’ equity of SEACOR Marine International for the period then ended.

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(b) After giving effect to the Pre-Closing Transfers, SEACOR Marine International does not own any assets or properties, or have any Liabilities, other than (i) assets consisting of its Equity Interests in InfraMar, and (ii) those assets and Liabilities reflected in the pro-forma financial statements attached hereto as Schedule 3.03(b). SEACOR Marine International has no employees and is not a party to any employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 or any other applicable Law).

Section 3.04 Governmental Consents. No Consent of, with or to any Governmental Authority is required to be obtained or made by the SEACOR Marine Group Parties or any other member of the SEACOR Marine Group in connection with the execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party, or the consummation by it of the transactions contemplated hereby or thereby, other than (a) Consents that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected materially impair the ability of the SEACOR Marine Group Parties or the applicable member of the SEACOR Marine Group to consummate the transactions contemplated by this Agreement or the applicable Transaction Document to which it is a party, or (b) notices not required to be given until after the Closing.

Section 3.05 Authority; Execution and Delivery; Enforceability. Each member of the SEACOR Marine Group has full corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each member of the SEACOR Marine Group of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the relevant member of the SEACOR Marine Group. Each member of the SEACOR Marine Group has duly executed and delivered this Agreement and the other Transaction Documents to which it is a party, and each of this Agreement and the other Transaction Documents to which it is a party constitute a valid and binding obligation of such member of the SEACOR Marine Group, enforceable against it in accordance with its terms, except to the extent that such enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency or creditors’ rights.

Section 3.06 Title to Equity Interests and Assets.

(a) SEACOR Marine LLC is the record and beneficial owner of the SEACOR Marine Transferred Equity Interests, free and clear of any Liens, other than Permitted Liens. CIBANCO, S.A. Institución de Banca Múltiple, as successor of Deutsche Bank México, S.A. Institución de Banca Múltiple División Fiduciaria, acting as Trustee (Fiduciario) under that certain Security Trust Agreement No. DB/1590, by and among SEACOR Marine International, CIBANCO, S.A. Institución de Banca Múltiple, as final successor of Deutsche Bank México, S.A. Institución de Banca Múltiple División Fiduciaria and the other parties therein (the “Security Trust”), is the record owner, for the benefit of SEACOR Marine International, of 49% of the outstanding Equity Interests of MexMar free and clear of any Liens other than Permitted Liens and Liens resulting from such Security Trust. SEACOR Marine International is the record and beneficial owner of 49% of the outstanding Equity Interests of OVH and 99.17% of the outstanding Equity Interests of Inframar, free and clear of any Liens, other than Permitted Liens.

(b) SEACOR Offshore is the record and beneficial owner of the SEACOR Davis Vessel, free and clear of any Liens.

(c) The SEACOR Davis Vessel is located within the territorial waters of the United States of America.

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Section 3.07 Capitalization. The SEACOR Marine Transferred Equity Interests represent all of the issued and outstanding Equity Interests of SEACOR Marine International. The SEACOR Marine Transferred Equity Interests have been duly authorized and validly issued, are fully paid to the extent required, and are not subject to any preemptive rights. As of the date hereof, no other Equity Interests of SEACOR Marine International have been issued, reserved for issuance or are outstanding. SEACOR Marine International is not a party to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which obligates it to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any of the membership interests or other Equity Interest in SEACOR Marine International. Except for the SEACOR Marine Transferred Equity Interests, SEACOR Marine International does not own any Equity Interest or any other type of equity securities in any Person.

Section 3.08 Litigation. There is no action, suit, Proceeding at law or in equity, or any arbitration, administrative or other Proceeding by, before or against any Governmental Authority or any other Person, pending or, to the knowledge of the SEACOR Marine Group Parties, threatened, against or affecting SEACOR Marine International or the SEACOR Davis Vessel.

Section 3.09 Taxes. SEACOR Marine International has filed or caused to be filed all Tax Returns that it is required to file with any Governmental Authority on or prior to the Closing Date. All material Taxes and material Tax Liabilities of SEACOR Marine International that are due and payable on or prior to the Closing Date have been or will be paid on or prior to the Closing Date. SEACOR Marine International is not undergoing any audit or other examination related to Taxes, nor has it received any notices from any Governmental Authority that such audit or examination is pending. All Taxes that SEACOR Marine International is (or was) required by Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been duly withheld or collected, and have been paid to the proper authorities to the extent due and payable. SEACOR Offshore has duly and timely prepared and filed with the appropriate Governmental Authorities all returns, reports, information returns or other documents filed or required to be filed with such Governmental Authorities and has timely paid any Taxes or other amounts due in respect the SEACOR Davis Vessel.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES AS TO THE OTM GROUP

OTM represents and warrants to the SEACOR Marine Group Parties as follows:

Section 4.01 Organization and Standing. Each of the OTM Group Parties (a) is a Mexican stock corporation (Sociedad anónima de capital variable) or Irish Designated Activity Company, as applicable, validly existing and in good standing under the Laws of its jurisdiction of formation and (b) has all requisite corporate power and authority to own, operate and lease its assets and conduct its business, in each case, as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the OTM Group Parties to consummate the transactions contemplated by this Agreement. Each of the OTM Group Parties is duly qualified to do business and in good standing in each jurisdiction in which such qualification is required by applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the OTM Group Parties to consummate the transactions contemplated by this Agreement.

Section 4.02 No Conflicts. The execution and delivery by each member of the OTM Group of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) breach, conflict with or violate its Organizational Documents, (b) assuming all Consents set forth on Schedule 4.02 are obtained or made, result in any conflict, breach of or default under (or an event that, with or without notice or lapse of time, or both would constitute a breach or violation of or default under), or give rise to a right of termination,

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cancellation or acceleration of any obligation under, any material Contract to which it is a party or by which any of its assets are bound or (c) violate any Laws applicable to it or its assets, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to materially impair its ability to consummate the transactions contemplated by this Agreement.

Section 4.03 Governmental Consents. No Consent of, with or to any Governmental Authority is required to be obtained or made by the OTM Group Parties or any other member of the OTM Group in connection with the execution, delivery and performance by it of this Agreement or any other Transaction Document to which it is a party, or the consummation by it of the transactions contemplated hereby or thereby, other than (a) Consents that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the OTM Group Parties or the applicable member of the OTM Group to consummate the transactions contemplated by this Agreement or the applicable Transaction Document to which it is a party, or (b) notices not required to be made until after the Closing.

Section 4.04 Authority; Execution and Delivery; Enforceability. The legal Representative, or Representatives, of each member of the OTM Group has full power and authority to enter into this Agreement and each other Transaction Document to which such member of the OTM Group is a party, and such powers have not been revoked or limited in any manner whatsoever. Each member of the OTM Group has full corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each member of the OTM Group of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the relevant member of the OTM Group. Each member of the OTM Group has duly executed and delivered this Agreement and the other Transaction Documents to which it is a party, and each of this Agreement and the other Transaction Documents to which it is a party constitutes a valid and binding obligation of such member of the OTM Group, enforceable against it in accordance with its terms, except to the extent that such enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency or creditors’ rights.

Section 4.05 Title to Equity Interests and Assets. CME Ireland is the record and beneficial owner of the OTM Transferred Equity Interests, free and clear of any Liens, other than Permitted Liens and Liens imposed by applicable securities Laws and regulations.

Section 4.06 Financial Ability; Source of Funds.

(a) OTM has sufficient cash, available lines of credit or other sources of immediately available funds to pay in cash the Purchase Price in accordance with the terms hereof and all other amounts to be paid by OTM hereunder to consummate the transactions contemplated by this Agreement and to satisfy all other obligations, fees, costs and expenses incurred by OTM in connection herewith.

(b) No funds to be paid to SMHI hereunder have been derived from, or will be derived from or constitute, either directly or indirectly, the proceeds of any criminal activity in violation of any applicable anti-corruption, anti-terrorism, anti-money laundering, sanctions or export control Laws or similar Laws.

Section 4.07 Brokerage Fees. None of OTM or any other member of the OTM Group has entered into any Contract with any agent, broker, investment banker, financial advisor or other Person that entitles any such Person to any broker’s, finder’s, financial advisor’s or similar fee or commission in connection with the execution and delivery by OTM of this Agreement or the other Transaction Documents to which OTM is a party, or the consummation by OTM of the transactions contemplated hereby or thereby, in each case, that will be payable by SMHI, any of its Affiliates or SEACOR Marlin.

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ARTICLE V

COVENANTS

Section 5.01 Confidentiality.

(a) Each Party agrees (on behalf of itself and its Subsidiaries) that for 18 months after the Closing, each Party shall, and shall cause its Subsidiaries to, treat all information relating to the SEACOR Marine Group and the OTM Group and the business of each of the foregoing as confidential, preserve the confidentiality thereof, and not use or disclose to any Person such information without the other Party’s prior written Consent (except as expressly permitted by this Agreement) unless (a) such information is publicly available as of the date hereof or becomes publicly available after the date hereof through no act or omission in violation hereof by the Party seeking to disclose such information, its Subsidiaries or any of their respective Representatives, (b) disclosure of such information is to either Party’s owners, its Subsidiaries, or its and their respective directors, officers, employees, managers, advisors, direct and indirect investors or prospective investors, (c) disclosure of such information is so required by or requested under applicable Law, or (d) disclosure of such information is reasonably necessary to be made to third parties (subject to such Persons being informed of the obligations under this Section 5.01) in connection with (i) the performance by either Party or any of their Affiliates of their respective obligations under any of the Transaction Documents (but, for the avoidance of doubt, on the terms and subject to the conditions hereof and thereof) or (ii) the enforcement of by either Party or any of their Affiliates of any right or remedy arising out of or relating to any of the Transaction Documents. If the disclosure of such information is so required by applicable Law, the Party seeking to disclose such information shall, to the extent not prohibited by applicable Law, use commercially reasonable efforts to (A) provide the other Party with as much prior written notice as is reasonably practicable under the circumstances and (B) if reasonably requested by the other Party and at such requesting Party’s sole expense, to (1) cooperate with the other Party in obtaining an appropriate protective order or (2) obtain written assurance from the Person to whom such information will be disclosed that confidential treatment will be afforded to such information.

(b) For 18 months following the Closing Date, the SEACOR Marine Group will treat all information related to the SEACOR Marine Transferred Entities and the business of each of the foregoing as confidential, preserve the confidentiality thereof, and not use or disclose to any Person such information without OTM’s prior written Consent (except as expressly permitted by this Agreement) unless (a) such information is publicly available as of the date hereof or becomes publicly available after the date hereof through no act or omission in violation hereof by the SEACOR Marine Group or any of their respective Representatives, (b) disclosure of such information is to the SEACOR Marine Group’s owners, its Subsidiaries, or its and their respective directors, officers, employees, managers, advisors, direct and indirect investors or prospective investors, (c) disclosure of such information is so required by or requested under applicable Law, or (d) disclosure of such information is reasonably necessary to be made to third parties (subject to such Persons being informed of the obligations under this Section 5.01) in connection with (i) the performance by the SEACOR Marine Group or any of their Affiliates of their respective obligations under any of the Transaction Documents (but, for the avoidance of doubt, on the terms and subject to the conditions hereof and thereof) or (ii) the enforcement of by the SEACOR Marine Group or any of their Affiliates of any right or remedy arising out of or relating to any of the Transaction Documents. If the disclosure of such information is so required by applicable Law, the SEACOR Marine Group shall, to the extent not prohibited by applicable Law, use commercially reasonable efforts to (A) provide OTM with as much prior written notice as is reasonably practicable under the circumstances and (B) if reasonably requested by OTM and at OTM’s sole expense, to (1) cooperate with OTM in obtaining an appropriate protective order or (2) obtain written assurance from the Person to whom such information will be disclosed that confidential treatment will be afforded to such information.

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(c) For the avoidance of doubt, the Parties expressly agree and acknowledge that SMHI may disclose and describe the terms of this Agreement in any filing on Form 8-K relating to this Agreement or the transactions contemplated hereby, or in any other filing SMHI determines is required to be made by or with any government agency or stock exchange.

Section 5.02 [Reserved.]

Section 5.03 Public Announcements. So long as this Agreement is in effect, the parties will use reasonable efforts to consult with each other before issuing any press release or making any public announcement primarily relating to this Agreement or the transactions contemplated hereby and, except for any press release or public announcement as may be required by applicable Law, court process or any listing agreement with the New York Stock Exchange, will use reasonable efforts not to issue any such press release or make any such public announcement without consulting the other parties.

Section 5.04 Names Following Closing.

(a) Neither OTM nor any other member of the OTM Group will have the right to use, and immediately following the Closing, OTM will (and will cause the other members of the OTM Group to) cease to use, the “SEACOR” or “SEACOR Marine” names or any variations or derivatives thereof or any trademarks or logos of SMHI or any of its Subsidiaries (the “Names”), or any name that is reasonably similar to the Names, except as provided in Section 5.04(c).

(b) As soon as practicable after the Closing Date (and in any event within five (5) Business Days thereafter) OTM shall (and shall cause the members of the OTM Group to) make all filings necessary to change the corporate name of SEACOR Marine International to a name that does not include any of the Names in whole or in part and to amend or terminate any certificate of assumed name, fictitious name, d/b/a filings or other filings containing any such Names so as to eliminate such Names. As soon as practicable after the Closing Date (and in any event within five (5) Business Days following the effective date of the change the corporate name of SEACOR Marine International), OTM shall (and shall cause the members of the OTM Group to) change the record name of SEACOR Marine International in each of the corporate books of MexMar, OVH and InfraMar to the new corporate name of SEACOR Marine International as appointed by OTM pursuant to this Section 5.04(b).

(c) Following the Closing, SEACOR Marine International and each of the SEACOR Marine Transferred Entities may continue to use the “SEACOR” or “SEACOR Marine,” Names to the extent such Names are included in the names of the offshore supply vessels owned or operated by SEACOR Marine International or any of the SEACOR Marine Transferred Entities as of the date hereof (including, for the avoidance of doubt, the SEACOR Davis Vessel), provided, that, as soon as practicable after the Closing Date (and in any event within two (2) years thereafter) OTM shall (and shall cause the members of the OTM Group to) make all filings necessary to change the name of each such offshore supply vessel to a name that does not include any of the Names in whole or in part and to amend or terminate any filings containing any such Names so as to eliminate such Names.

Section 5.05 Market Opportunities. From and after the Closing Date until the five year anniversary thereof, if any member of the SEACOR Marine Group wishes to charter any of its offshore supply vessels, fast supply vessels, lift boats or any other type of vessel to a customer located within Mexican territory, upon written notice by the applicable member of the SEACOR Marine Group to OTM, OTM shall (a) cooperate in good faith with the member of the SEACOR Marine Group in all negotiations with such third party customer with respect to the charter of such vessels, and (b) upon such customer executing and delivering binding contracts with OTM (or a member of the OTM Group) for the charter of such vessel, enter into a back-to-back time charter agreement with the relevant member of the SEACOR Marine Group with respect to such vessel, on the same terms and conditions as those agreed upon with such third party customer; and as consideration therefor, the relevant member of the SEACOR Marine Group shall pay to OTM (or the relevant member of the OTM Group) a fee in an amount not greater than five percent of the collected vessel charter rate.

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Section 5.06 Right of First Offer. From and after the Closing Date until the five year anniversary thereof, if the OTM Group wishes to charter an offshore supply vessel, fast supply vessel, lift boat, or anchor handling towing supply vessel within the Mexican market from a third party other than any member of the SEACOR Marine Group, prior to presenting such charter opportunity to any third party, OTM shall deliver to SMHI a written notice (a “ROFO Notice”), containing in reasonable detail all of the terms and conditions of such charter opportunity (the “ROFO Offer”). The ROFO Offer shall constitute an irrevocable offer by OTM to SMHI to charter the relevant vessel on such terms and conditions as set forth in the ROFO Offer. SMHI may elect to participate in such business opportunity, by written notice (the “ROFO Exercise Notice”) to OTM at any time during the 5 Business Days following SMHI’s receipt of the ROFO Notice, upon the terms and conditions set forth in the ROFO Notice. The ROFO Exercise Notice shall constitute an irrevocable acceptance by SMHI of the charter terms set forth in the ROFO Offer. If SMHI does not submit a ROFO Exercise Notice within 5 Business Days of receipt of the ROFO Notice, then OTM shall be permitted to pursue such charter opportunity on the same terms and conditions as those set forth in the ROFO Notice.

Section 5.07 Post-Closing Access. From and after the Closing Date, in connection with any reasonable business purpose (including the preparation or amendment of financial statements, SEC, Tax, audit, accounting, claims, litigation, regulatory or other similar reporting obligations, and the determination of any matter relating to the rights or obligations of the OTM Group or the SEACOR Marine Group under any Transaction Document), upon reasonable prior notice, at the requesting Party’s sole cost and expense, and except as determined by either Party in good faith to be necessary to preserve any applicable privilege (including the attorney-client privilege) or comply with any contractual confidentiality provisions or any Law or Order, each Party shall, and shall cause the other members of the OTM Group or the SEACOR Marine Group, as applicable, and each such Person’s respective Representatives to, (a) afford the members of the OTM Group or the SEACOR Marine Group, as applicable, and their respective Representatives reasonable access, during normal business hours, to the properties, books and records of the OTM Group or the SEACOR Marine Group, as applicable, in respect of the JV Entities, SEACOR Marlin, the SEACOR Marine Transferred Equity Interests, the OTM Transferred Equity Interests, and the OTM Transferred Assets, (b) furnish to the members of the OTM Group or the SEACOR Marine Group, as applicable, and their respective Representatives such additional financial and other information regarding the JV Entities, SEACOR Marlin, the SEACOR Marine Transferred Equity Interests, the OTM Transferred Equity Interests and the OTM Transferred Assets as the OTM Group or the SEACOR Marine Group, as applicable, and their respective Representatives may from time to time reasonably request and (c) make available to the OTM Group or the SEACOR Marine Group, as applicable, and their respective Representatives those employees of the OTM Group or SEACOR Marine Group, as applicable, whose assistance, expertise, testimony, notes or recollections or presence are reasonably necessary to assist the members of the OTM Group or the SEACOR Marine Group, as applicable, and their respective Representatives in connection with inquiries for any purpose referred to above, including the presence of such Persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of the Parties; provided, further, that the auditors and accountants of the Parties shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants.

Section 5.08 Delivery of SEACOR Davis Vessel. SEACOR Offshore shall deliver the SEACOR Davis Vessel to CME Ireland within the territorial waters of the United States of America. The SEACOR Davis Vessel shall include the diesel, lubricants and other equipment and accessories included in the Estimated Reactivation Expenses.

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Section 5.09 Cooperation for Closing. The Parties shall cooperate and use their respective commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents. The Parties’ obligations under this Section 5.09 shall include the obligation to defend any judicial or administrative action or similar Proceeding instituted (or threatened to be instituted) by any Governmental Authority under any Law seeking to have a stay, restraining order, injunction or similar order entered by any Governmental Authority with respect to the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, but shall exclude, for the avoidance of any doubt (a) proposing, negotiating, committing to or effecting, by Consent decree, hold, separate order, or otherwise, the sale, transfer, license, divestiture or other disposition of, or any prohibition or limitation on the ownership, operation, effective control or exercise of full rights of ownership of, any of the businesses, product lines or assets of any member of the SEACOR Marine Group or OTM Group, and (b) incurring any Indebtedness. The Parties shall review and discuss in advance, and shall consider in good faith the views of the other Party, in connection with the preparation of any proposed written or material oral communication with any Governmental Authority in connection with such Proceedings, and neither Party shall participate in any meeting with any Governmental Authority unless it first consults with the other Party in advance, and to the extent permitted by the Governmental Authority, gives the other Party the opportunity to be present thereat. Neither Party shall agree to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents at the behest of any Person without the written Consent of the other Party (such Consent not to be unreasonably withheld, conditioned or delayed).

ARTICLE VI

SURVIVAL AND REMEDIES

Section 6.01 Survival. None of the representations, warranties, covenants or agreements set forth in this Agreement (or in any certificate delivered pursuant hereto) shall survive the Closing, other than (a) each covenant and agreement set forth in this Agreement that by its terms is to be performed following the Closing, which shall survive the Closing until fully performed, (b) the representations and warranties made pursuant to Section 3.06(b), Section 3.08, and Section 3.09 (the “SMHI General Representations”), which shall survive for 12 months following the Closing Date, (c) the representations and warranties made pursuant to Section 3.03, Section 3.06(a) and Section 3.07 (the “SMHI Fundamental Representations”), which shall survive for two years following the Closing Date, and (d) the representation and warranties made pursuant to Section 4.06 and Section 4.07 (the “OTM General Representations”), which shall survive for 12 months following the Closing Date. No Party or any of its respective Affiliates shall have any Liability with respect to any representation, warranty, covenant or agreement from and after the time that such representation, warranty, covenant or agreement ceases to survive hereunder; provided that the foregoing shall not limit any claim of Fraud.

Section 6.02 Indemnification by SMHI.

(a) Subject to the provisions of this Article VI, after the Closing, SMHI shall indemnify, defend and hold harmless the OTM Group and its Affiliates (collectively, the “OTM Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the OTM Indemnified Parties, to the extent arising out of or resulting from any breach of any SMHI General Representation or SMHI Fundamental Representation.

(b) Notwithstanding any other provision to the contrary, SMHI shall not be required to indemnify, defend or hold harmless any OTM Indemnified Party against, or reimburse any OTM Indemnified Party for, any Losses unless a valid notice of a claim is duly delivered by such OTM Indemnified Party to SMHI prior to the expiration of the SMHI General Representations or SMHI Fundamental Representations, as applicable.

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Section 6.03 Indemnification by OTM.

(a) Subject to the provisions of this Article VI, after the Closing, OTM shall indemnify, defend and hold harmless the SEACOR Marine Group and its Affiliates (collectively, the “SEACOR Marine Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the SEACOR Marine Indemnified Parties, to the extent arising out of or resulting from any breach of any OTM General Representation.

(b) Notwithstanding any other provision to the contrary, OTM shall not be required to indemnify, defend or hold harmless any SEACOR Marine Indemnified Party against, or reimburse any SEACOR Marine Indemnified Party for, any Losses unless a valid notice of a claim is duly delivered by such SEACOR Marine Indemnified Party to OTM prior to the expiration of the OTM General Representations.

Section 6.04 Procedures.

(a) A Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or demand that the Indemnified Party has determined has given or would reasonably be expected to give rise to such right of indemnification (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure, it being agreed that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 6.01 for such representation, warranty, covenant or agreement.

(b) Upon receipt of a notice of a Third Party Claim for indemnity from an Indemnified Party pursuant to Section 6.04(a), the Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within 20 Business Days of the receipt of notice of such Third Party Claim, to assume the defense and control of such Third Party Claim (at the expense of such Indemnifying Party); provided, that (i) the Indemnifying Party allows the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense, (ii) such Third Party Claim does not seek an injunction or other equitable relief that would be binding upon the Indemnified Party, and (iii) the Indemnifying Party conducts the defense of such Third Party Claim actively. If the Indemnifying Party does not assume the defense and control of any Third Party Claim pursuant to this Section 6.04(b), the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. SMHI shall, and shall cause its Affiliates and Representatives to, reasonably cooperate with the Indemnifying Party in the defense of any Third Party Claim, including by furnishing books and records and personnel and witnesses, as appropriate for any defense of such Third Party Claim. If the Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the Consent of any Indemnified Party; provided, that such compromise, settlement or judgment (x) does not involve any injunctive relief or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party and (y) by its terms unconditionally releases the Indemnified Party completely in respect of such Third Party Claim without any cost whatsoever to the Indemnified Party. No Indemnified Party will Consent to the entry of any judgment or enter into any settlement or compromise with respect to a Third Party Claim without the prior written Consent of the Indemnifying Party.

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Section 6.05 Exclusive Remedy and Release. The Parties acknowledge and agree that, except as set forth in Section 7.12 and with respect to any claim of Fraud, the indemnification provisions of Section 6.02 shall be the sole and exclusive remedy of the Parties for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that each Party may at any time suffer or incur, or become subject to, as a result of or in connection with this Agreement or the transactions contemplated hereby, including any breach of any representation or warranty in this Agreement by any Party, or any failure by any Party to perform or comply with any covenant or agreement that, by its terms, was to have been performed, or complied with, under this Agreement and the other Transaction Documents. Without limiting the generality of the foregoing, the Parties hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Section 6.06 Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be (a) net of any Tax benefits actually realized by the Indemnified Party in connection with the incurrence of such Loss and (b) net of any third-party insurance or indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article VI, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. For purposes of this Section 6.06, a Tax benefit shall be deemed to have been actually realized if, and to the extent, the hypothetical Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for any taxable year, calculated without taking into account any Tax items attributable to the Loss, exceeds the actual Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for such taxable year, calculated by taking into account any Tax items attributable to such Loss.

Section 6.07 Limitation on Liability. Notwithstanding anything to the contrary contained in this Agreement (including this Article VI), neither Party shall be liable to the other Party or its Affiliates, whether in contract, tort (including negligence and strict liability) or otherwise, at Law or in equity, and “Losses” shall not include any amounts for any consequential, special, incidental, indirect, punitive or similar damages whatsoever (including lost profits, diminution of equity value, or damages calculated on multiples of earnings or other similar equity valuation approaches); provided, however, that nothing in this Section 6.07 shall prevent any OTM Indemnified Party or SEACOR Marine Indemnified Party from being indemnified pursuant to this Article VI for all components of awards against them in claims by third parties, including components of such awards to such third parties relating to consequential, special, incidental, indirect, punitive or similar damages (including lost profits, diminution of value, or damages calculated on multiples of earnings or other metrics approaches).

Section 6.08 Mitigation. Each of the Parties agrees to use its commercially reasonable efforts to mitigate its Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder; provided that neither Party will be required to initiate or exhaust any Proceedings (including any collection claims or Proceedings under any insurance policies) against any Person as a condition for such Party to demand indemnification for Losses pursuant to this Agreement or any other Transaction Document.

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Section 6.09 Disclaimer. EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, ARTICLE IV OR IN ANY OTHER TRANSACTION DOCUMENT, THE SEACOR MARINE TRANSFERRED EQUITY INTERESTS, THE OTM TRANSFERRED EQUITY INTERESTS, AND THE OTM TRANSFERRED ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS,” AND THE PARTIES AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES EXPRESSLY DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE, OR QUALITY OF THE ASSETS OF THE JV ENTITIES, THE SEACOR MARINE GROUP, THE OTM GROUP OR THEIR RESPECTIVE BUSINESSES OR ANY PART THEREOF OR THE PROSPECTS (FINANCIAL AND OTHERWISE) AND RISKS OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES AS THEY RELATE TO THE SEACOR MARINE TRANSFERRED EQUITY INTERESTS, THE OTM TRANSFERRED EQUITY INTERESTS, AND THE OTM TRANSFERRED ASSETS, AND THE PARTIES AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES EXPRESSLY DISCLAIM, AND HEREBY WAIVE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, ANY REPRESENTATION OR WARRANTY OF QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, USAGE, OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THE SUFFICIENCY OR CONDITION OF ASSETS OF THE JV ENTITIES, THE SEACOR MARINE GROUP, THE OTM GROUP OR THEIR RESPECTIVE BUSINESSES OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH AND LIABILITIES ARISING UNDER ENVIRONMENTAL LAWS (INCLUDING WITH RESPECT TO THE USE, PRESENCE, DISPOSAL OR RELEASE OF HAZARDOUS SUBSTANCES AND ANY LIABILITIES ARISING UNDER OR WITH RESPECT TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OR ANY OTHER ANALOGOUS FEDERAL, STATE OR FOREIGN LAW OR REGULATION), IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III, ARTICLE IV OR IN ANY OTHER TRANSACTION DOCUMENT.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Notices. Except as otherwise provided herein, all notices, claims, demands and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be effective (a) immediately when transmitted via e-mail or facsimile between 9:00 a.m. and 6:00 p.m. (New York City time) on any Business Day (or the immediately succeeding Business Day if transmitted outside of such hours) (without any “bounce back” or similar undeliverable error) or (b) when received if delivered by hand or pre-paid overnight courier service or certified or registered mail on any Business Day if delivered. All such notices, claims, demands and other communications shall be sent to the applicable Party at its respective address set forth below, unless another address has been previously specified to the other Party (if applicable) in writing:

If to any of the OTM Group Parties:

Operadora de Transportes Maritimos, S.A. de C.V.

Sierra Nevada No. 130, Piso 2

Lomas Virreyes

Col. Lomas de Chapultepec

Ciudad de Mexico 11000

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Attn: Alejandro Romano

Email: aromano@cicmx.com

with a copy (which shall not constitute notice) to:

White & Case, LLP

609 Main Street, Suite 2900

Houston, TX 77002

Attn: Rodrigo Dominguez

Email: rodrigo.dominguez@whitecase.com

If to any of the SEACOR Marine Group Parties:

SEACOR Marine Holdings, Inc.

c/o Legal Department

12121 Wickchester Lane

Suite 500

Houston, Texas 77079

Attn: Andrew H. Everett II

Email: aeverett@seacormarine.com

with a copy (which shall not constitute notice) to:

Milbank LLP

55 Hudson Yards

New York, NY 10001

Attn: Scott Golenbock

Email: SGolenbock@milbank.com

Section 7.02 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective current and future successors and permitted assigns, except that neither this Agreement nor any of the rights or obligations hereunder may be assigned or delegated by any Party without the prior written Consent of the other Party, and any attempted assignment or delegation by any Party in violation of this Section 7.02 shall be null and void ab initio; provided, that the Parties may assign this Agreement (in whole or in part) to one or more of their respective Affiliates without the Consent of the other Party; provided, further, than in the case of such permitted assignment, the Party making such assignment will remain jointly and severally liable under this Agreement with its Affiliate, and such assignment shall not relieve the assigning Party of its responsibilities for performance of any obligations under this Agreement.

Section 7.03 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under applicable Law, then such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting the remainder of such provision or the remaining provisions of this Agreement, and the Parties shall amend or otherwise modify this Agreement to replace any invalid, illegal or otherwise unenforceable provision with a valid, legal and enforceable provision that gives effect to the intent of the Parties to the maximum extent permitted by applicable Law so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Notwithstanding the foregoing, the Parties intend that the provisions of Section 7.12 and Section 7.13 be construed as integral provisions of this Agreement.

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Section 7.04 Amendment and Waiver.

(a) This Agreement may be amended only in a writing signed by the Parties.

(b) Any waiver of any provision of this Agreement, waiver of any breach of any provision of this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or at Law, must be in writing and signed by or on behalf of the Person granting the waiver, and no waiver or election shall be inferred from the conduct of any Party.

(c) Any waiver of a breach of any provision of this Agreement shall not be, or be deemed to be, a waiver of any subsequent breach.

(d) Failure to enforce any provision of this Agreement at any time or for any period shall not waive that or any other provision or the right subsequently to enforce all provisions of this Agreement.

(e) Failure to exercise, or delay in exercising, any right or remedy shall not operate as a waiver or be treated as an election not to exercise such right or remedy, and single or partial exercise or waiver of any right or remedy shall not preclude its further exercise or the exercise of any other right or remedy.

Section 7.05 Entire Agreement. This Agreement and the other Transaction Documents set forth the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede any prior understandings or agreements among the Parties, written or oral, with respect to the subject matter hereof and thereof. In the event of any direct conflict between this Agreement and the other Transaction Documents, this Agreement shall control and prevail.

Section 7.06 Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages or electronic transmission in portable document format (pdf)), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same instrument.

Section 7.07 Governing Law. This Agreement and any claim, controversy or dispute arising out of or relating to this Agreement and the transactions contemplated hereby, and the interpretation and enforcement of the rights and duties of the Parties, as applicable, shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of Laws provision or rule that would result in the application of the Laws of any other jurisdiction.

Section 7.08 Consent to Jurisdiction and Service of Process.

(a) Each of the Parties irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court, in each case, located in Wilmington, Delaware, for purposes of any Proceeding directly or indirectly arising out of or related in any way to this Agreement or the transactions contemplated hereby, and the interpretation and enforcement of the rights and duties of the Parties under this Agreement (and the each of the Parties agrees not to commence or support any Person in any such Proceeding relating thereto except in such courts). Each of the Parties further expressly and irrevocably waives any right or objection which such Party may now or in the future have to the laying of the venue of any such Proceeding in such courts and shall not plead or claim in any such court that any such Proceeding brought in such court has been brought in an inconvenient forum.

(b) Service of process with respect thereto may be made upon any Party by mailing a copy thereof by registered mail to such Party at its address as provided in Section 7.01 and in accordance with this Section 7.08(b). OTM shall appoint The Corporation Trust Company, with offices currently located at

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1209 Orange Street, Wilmington, New Castle County, Delaware 19801 as its authorized agent to hear, accept, acknowledge and receive for the service of summons, notices, subpoenas, writs, notices, rulings, communications or petitions of any nature whatsoever, and other legal process in Delaware, United States of America, for purposes of any legal action, suit or Proceeding brought by any of the SEACOR Marine Group Parties in respect of this Agreement, and covenants and agrees to maintain such appointed agent for a term of three years as of the date hereof. The serving of process in the manner provided in this Section 7.08(b) in any such action, suit or Proceeding shall be deemed personal service and accepted by OTM as such and shall be valid and binding upon OTM for all the purposes of any such action, suit or Proceeding. For these purposes, OTM shall deliver to the SEACOR Marine Group Parties evidence of appointment of such agent for service of process, and evidence of acceptance of such process agent’s appointment. Furthermore, OTM shall deliver a special power of attorney for lawsuits and collections (poder para pleitos y cobranzas) duly formalized before a Mexican Public Notary, granted by OTM to the agent of service of process.

Section 7.09 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES UNDER THIS AGREEMENT.

Section 7.10 Expenses. Unless otherwise expressly provided for in this Agreement or any other Transaction Document, each Party shall pay, without right of reimbursement or offset from any other Party, all Transaction Expenses incurred by it or any of its Affiliates, whether or not the transactions contemplated by this Agreement are consummated. In the event any Proceeding is commenced to recover damages or enforce any rights or obligations under this Agreement, the prevailing Party in such Proceeding shall be entitled to recover its documented, out-of-pocket fees, costs and expenses (including reasonable fees and disbursements of counsel) incurred or paid in enforcing the prevailing Party’s rights under this Agreement, regardless of whether those fees, costs or expenses are otherwise recoverable as costs in the Proceeding; provided, however, that to the extent a Party is required by any Governmental Authority to pay any filing fees or other fees or expenses under applicable antitrust or competition laws in connection with the consummation of the transactions contemplated by this Agreement, such fees and expenses will be split evenly between SMHI and OTM.

Section 7.11 No Third-Party Beneficiaries. No Person other than the Parties shall have any rights, remedies, obligations or benefits under any provision of this Agreement, except for the Non-Recourse Parties pursuant to Section 7.13.

Section 7.12 Remedies.

(a) The rights and remedies conferred on any Party by, or pursuant to, this Agreement are cumulative, and, except as expressly provided in this Agreement, are in addition to, and not exclusive of, any other rights and remedies available to such Party at Law or in equity.

(b) The Parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached or threatened to be breached, and further agree that monetary damages would be an inadequate remedy therefor. Accordingly, each Party agrees, on behalf of itself, its Affiliates and its and their respective Representatives, that, in the event of any non-performance or other breach or threatened breach by any Party of any of provision of this Agreement, the other Party shall be entitled to seek an injunction, specific performance and other equitable relief, and to enforce specifically the provisions of this Agreement, to prevent such non-performance or other breach or threatened breach of the such provisions. Any Party

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seeking any injunction, specific performance or other equitable relief, or to enforce specifically the provisions of this Agreement, shall not be required to provide any bond or other security in connection with any such injunction, specific or other equitable relief or enforcement. In the event that any Proceeding is brought to enforce specifically the provisions of this Agreement, no Party shall allege, and each Party, on behalf of itself, its Affiliates and its and their respective Representatives, hereby waives the defense, that there is an adequate remedy at Law and agrees that it will not oppose the granting of any equitable relief to any other Party on the basis that (i) any Party has an adequate remedy at Law or (ii) an award of specific performance is not an appropriate remedy for any reason at Law or equity.

Section 7.13 No Recourse. All causes of action or Proceedings (whether in contract or in tort, in equity or at Law, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or breach of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be brought only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement in the preamble of this Agreement or that execute and deliver any other Transaction Document (each, a “Contracting Party”). No Person who is not a Contracting Party, including any past, present or future direct or indirect equity holder, Affiliate or Representative of such Contracting Party or any Affiliate or Representative of any of the foregoing (the “Non-Recourse Party”), shall have any Liability or other obligation (whether in contract or in tort, in equity or at Law, or granted by statute) for any cause of action or Proceeding arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, preparation, execution, delivery, performance, or breach; and, to the maximum extent permitted by applicable Law, each Contracting Party hereby waives and releases all such causes of action and Proceedings against any such Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases any and all causes of action or Proceedings that may otherwise be brought in equity or at Law, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability or other obligation of any Contracting Party on any Non-Recourse Party, whether granted by statute or based on theories of equity, agency, Control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

Section 7.14 Release.

(a) Effective as of the Closing, each of the OTM Group Parties, on its own behalf and on behalf of its Affiliates and its and their directors, members of boards of managers and officers (solely in their capacities as directors, members of boards of managers and officers of the OTM Group Parties and each of their Affiliates), and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, an “OTM Group Releasing Person”), hereby absolutely and unconditionally releases and forever discharges each of the SEACOR Marine Group Parties and the other members of the SEACOR Marine Group and each of its past, present and future direct and indirect equity holders (other than the OTM Group and its direct and indirect equityholders), Affiliates (other than the OTM Group and its Affiliates) and Representatives, and each of its and their respective Affiliates and Representatives (including the Persons listed in Section 2.02(b)(ii)), and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, an “OTM Group Released Person”) from, and agrees not to assert any cause of action or Proceeding with respect to, any Losses or Liabilities whatsoever, of any kind or nature, whether at Law or in equity, which have been or could have been asserted against any OTM Group Released Person, which any OTM Group Releasing Person has or ever had, in each case, solely to the extent arising out of or in any way relating to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date solely in respect of

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matters relating to the SEACOR Group Parties’ ownership or operation of the SEACOR Marine Transferred Entities; provided, that notwithstanding the foregoing, no OTM Group Releasing Person releases any OTM Group Released Person in respect of (i) any obligations of an OTM Group Released Person pursuant to this Agreement or any of the Transaction Documents, (ii) its rights to assert any cause of action or Proceeding with respect to any Losses or Liabilities to the extent arising under or related to any Transaction Document, or (iii) Fraud.

(b) Effective as of the Closing, each of the SEACOR Marine Group Parties, on its own behalf and on behalf of its Affiliates and its and their directors, members of boards of managers and officers (solely in their capacities as directors, members of boards of managers and officers of the SEACOR Marine Group Parties and each of their Affiliates), and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “SEACOR Marine Group Releasing Person”), hereby absolutely and unconditionally releases and forever discharges each of the OTM Group Parties and the other members of the OTM Group and each of its past, present and future direct and indirect equity holders (other than the SEACOR Marine Group and its direct and indirect equityholders), Affiliates (other than the SEACOR Marine Group and its Affiliates) and Representatives (including the Persons listed in Section 2.02(c)(iii)), and each of its and their respective Affiliates and Representatives, each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “SEACOR Marine Group Released Person”) from, and agrees not to assert any cause of action or Proceeding with respect to, any Losses or Liabilities whatsoever, of any kind or nature, whether at Law or in equity, which have been or could have been asserted against any SEACOR Marine Group Released Person, which any SEACOR Marine Group Releasing Person has or ever had, in each case, solely to the extent arising out of or in any way relating to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date solely in respect of matters relating to the OTM Group Parties’ ownership or operation of the JV Entities or the OTM Transferred Assets; provided, that notwithstanding the foregoing, no SEACOR Marine Group Releasing Person releases any SEACOR Marine Group Released Person in respect of (i) any obligations of a SEACOR Marine Group Released Person pursuant to this Agreement or any of the Transaction Documents, (ii) its rights to assert any cause of action or Proceeding with respect to any Losses or Liabilities to the extent arising under or related to any Transaction Document, or (iii) Fraud.

Section 7.15 Further Assurances. From time to time after the Closing, each Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments, and shall take, or cause to be taken, all such other actions as the other Party may reasonably request to evidence and effectuate the transactions contemplated by this Agreement.

[Signature pages follow.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

Signature Page to Framework Agreement

Signature Page to Framework Agreement

Exhibit 10.2

Execution Version

THIRD AMENDED AND RESTATED TERM LOAN CREDIT FACILITY AGREEMENT

PROVIDING FOR A

SENIOR SECURED TERM LOAN

IN THE AMOUNT OF UP TO $28,831,148.32

BY AND AMONG

MANTENIMIENTO EXPRESS MARÍTIMO, S.A.P.I. DE C.V.,

as Borrower

DNB BANK ASA, NEW YORK BRANCH

as Facility Agent and Collateral Agent,

and

the Institutions

identified on Schedule 1-A,

as Lenders

as of September 29, 2022

TABLE OF CONTENTS

-i-

-ii-

-iii-

SCHEDULES

EXHIBITS

-iv-

THIRD AMENDED AND RESTATED SENIOR SECURED

TERM LOAN CREDIT FACILITY AGREEMENT

THIS THIRD AMENDED AND RESTATED SENIOR SECURED TERM LOAN CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of September 29, 2022, by and among (1) MANTENIMIENTO EXPRESS MARÍTIMO, S.A.P.I. DE C.V., a company organized and existing under the laws of the United Mexican States (the “Borrower”), as borrower, (2) the institutions listed on Schedule 1-A, as lenders (together with any bank, institution or institutional lender which becomes a Lender pursuant to Section 11, the “Lenders”), and (3) DNB BANK ASA, NEW YORK BRANCH (“DNB”), as facility agent for the Creditors (as defined below) (in such capacity, the “Facility Agent”) and as collateral agent for the Creditors with respect to all Collateral (in such capacity, the “Collateral Agent”).

WITNESSETH THAT:

WHEREAS, on January 20, 2015 (the “Original Closing Date”), the Borrower entered into a senior secured term loan credit facility agreement by and among (i) the Borrower, as borrower, (ii) DVB Bank America N.V. (“DVB Bank”), as facility agent and collateral agent and (iii) certain financial institutions named therein as lenders and swap banks (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, including that certain amended and restated senior secured term loan credit facility agreement, dated as of December 16, 2016, and that certain Second Amended and Restated Senior Secured Term Loan Credit Facility Agreement dated as of July 8, 2022, the “Original Facility Agreement”);

WHEREAS, in accordance with that certain letter agreement, dated as of May 18, 2022, the outstanding portion of the Facility owed to DVB Bank SE, as lender under the Original Facility Agreement in the principal amount of $30,063,628.33 (the “OVH Subordinated Loan”) was purchased by Offshore Vessel Holdings, S.A.P.I. de C.V. (“OVH”), an Affiliate of the Borrower, which was subsequently converted to a separate debt instrument evidenced by that certain subordinated loan agreement dated May 18, 2022 entered into by the Borrower and OVH (the “OVH Subordinated Loan Agreement”);

WHEREAS, pursuant to and in accordance with the terms of that certain subordination and intercreditor agreement (the “Subordination and Intercreditor Agreement”), dated as of May 18, 2022, the obligations of the Borrower owed under the OVH Subordinated Loan Agreement, and the security interests granted to secure such obligations, are subordinated to those held by the Creditors under this Agreement and the other Finance Documents;

WHEREAS, pursuant to that certain successor agent agreement (the “Successor Agent Agreement”), dated as of June 29, 2022, DVB Bank transferred and assigned, and DNB assumed and accepted, all of DVB Bank’s duties, obligations, responsibilities and rights as “Facility Agent” for the Creditors and as “Collateral Agent” for the Creditors under this Agreement and the other Finance Documents;

WHEREAS, pursuant to separate letter agreements dated as of the date hereof, the outstanding portions of the Facility owed to DNB Capital LLC and The Governor and Company of the Bank of Ireland, as lenders under the Original Facility Agreement in the principal amount of $28,831,148.32 was purchased by SEACOR Marine Capital Inc. (“SMCI”), such that SMCI is the sole lender under the Facility;

WHEREAS, the parties hereto desire to amend and restate the Original Facility Agreement to, among other things, (i) modify the definition of “Change of Control”, (ii) modify the maturity date of the Facility, (iii) change the interest rate of the Facility, (iv) reduce the amount of cash required to be retained by the Borrower; and (v) amend certain other terms of the Original Facility Agreement, upon the terms and subject to the conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as set forth below:

1. DEFINITIONS

1.1 Specific Definitions.

In this Agreement the words and expressions specified below shall, except where the context otherwise requires, have the meanings attributed to them below:

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

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1.2 Computation of Time Periods; Other Definitional Provisions. In this Agreement, the Note and the Security Documents, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; words importing either gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement, the Note or such Security Document, as applicable; references to agreements and other contractual instruments (including this Agreement, the Note and the Security Documents) shall be deemed to include all subsequent amendments, amendments and restatements, supplements, extensions, replacements and other modifications to such instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Agreement, the Note or any Security Document); references to any matter that is “approved” or requires “approval” of a party shall mean approval given in the sole and absolute discretion of such party unless otherwise specified.

1.3 Accounting Terms. Unless otherwise specified herein, all accounting terms used in this Agreement, the Note and in the Security Documents shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Facility Agent or to the Lenders under this Agreement shall be prepared, in accordance with MFRS.

1.4 Certain Matters Regarding Materiality. To the extent that any representation, warranty, covenant or other undertaking of the Security Parties or any Subsidiary in this Agreement is qualified by reference to an event or events which are not reasonably expected to result in a Material Adverse Effect or language of similar import, no inference shall be drawn therefrom that the Facility Agent or any Lender has knowledge or approves of any noncompliance by the Borrower, the Security Parties or any Subsidiary with any governmental rule.

1.5 Forms of Documents. Except as otherwise expressly provided in this Agreement, references to documents or certificates “substantially in the form” of Exhibits to another document shall mean that such documents or certificates are duly completed in the form of the related Exhibits with substantive changes subject to the provisions of Section 18.5 of this Agreement, as the case may be, or the correlative provisions of the Security Documents.

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2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties. In order to induce the Creditors to enter into this Agreement and to induce the Lenders to continue to make the Facility available, each of the Obligors hereby represents and warrants to the Creditors (which representations and warranties shall survive the execution and delivery of this Agreement and the Note) (all the representations and warranties in this Section 2 shall be deemed to be made by the Obligors on the Effective Date) that as of the Effective Date:(a) Due Organization and Power. each Security Party is duly formed and validly existing in good standing under the laws of its jurisdiction of incorporation or formation, and each Security Party has full power to carry on its business as now being conducted and to enter into and perform its obligations under this Agreement, the Note and the Security Documents, to which it is a party, and has or will have complied with all statutory, regulatory and other requirements relative to such business and such agreements;

(b) Authorization and Consents. all necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit each Security Party to enter into and perform its obligations under this Agreement, the Note, and the Security Documents, to which it is a party, and, in the case of the Borrower, to borrow, service and repay the Facility, and, as of the date of this Agreement, no further consents or authorities, governmental or otherwise, are necessary for the service and repayment of the Facility or any part thereof;

(c) Binding Obligations. this Agreement, the Note, the Subordination and Intercreditor Agreement, and the Security Documents constitute or will, when executed and delivered, constitute the legal, valid and binding obligations of each Security Party as is a party thereto, enforceable against such Security Party in accordance with their respective terms, except to the extent that such enforcement may be limited by equitable principles, principles of public policy or applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights;

(d) No Violation. the execution and delivery of, and the performance of the provisions of, this Agreement, the Note, the Subordination and Intercreditor Agreement, and those of the Security Documents to which it is a party by each Security Party do not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on such Security Party or the certificate of incorporation or by-laws (or equivalent instruments) thereof and that the proceeds of the Facility shall be used by the Borrower exclusively for its own account;

(e) Share Capital and Ownership.

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(f) Filings; Stamp Taxes. other than the recording of the Mortgages with the appropriate authorities for the Designated Jurisdiction, the registration of the transfer of shares in favor of the Trustee under the Guarantee, Administration and Source of Payment Trust Agreement in the registration book of each Obligor’s shareholders, the registration of the Guarantee, Administration and Source of Payment Trust Agreement before the Mexican Maritime Public Registry, the registration of the Collection Right Assignments before the Sole Registry of Movable Property (Registro Único de Garantías Mobiliarias), the filing of Uniform Commercial Code Financing Statements in the State of New York, the State of Delaware and the District of Columbia in respect of the Assignments, and the payment and filing or recording fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement, the Note, the Subordination and Intercreditor Agreement, or the Security Documents that any of them or any document relating thereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to this Agreement, the Note, the Subordination and Intercreditor Agreement, or any of the Security Documents, other than Mexican federal withholding tax required to be withheld from each payment of interest (or any other amount deemed as interest pursuant to Mexican Income Tax Law) in an amount currently equal to 4.90% of such payment of interest; provided that such payments were made to a non-Mexican bank lender or financing entity (entidad de financiamiento) that (i) is the effective beneficiary of the respective interest income, (ii) is a resident of a country with which Mexico has signed a treaty to avoid double taxation, and the relevant requirements set forth in such treaty to enjoy the benefits set forth therein are duly and timely complied with, and (iii) has complied with the requirements for reduced withholding set forth under the Miscellaneous Tax Resolution or other applicable resolution issued by the Mexican tax authorities from time to time;

(g) Approvals Consents and Licenses. all approvals, consents and licenses required, whether by statute or otherwise, in connection with the entry into and performance by any Obligor, and the validity and enforceability against any Obligor, of this Agreement, the Note, the Subordination and Intercreditor Agreement, and the Security Documents have been obtained and are in full force and effect;

(h) Litigation. no action, suit or proceeding is pending or threatened against any Obligor before any court, board of arbitration or administrative agency which is reasonably likely to result in a Material Adverse Effect;

(i) No Default. no Default or Event of Default has occurred and is continuing, and neither an Obligor nor any Subsidiary thereof is in default under any material agreement by which it is bound, or is in default in respect of any financial commitment or obligation;

(j) Vessels. during the term of this Facility, the Relevant Vessels shall be:

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(k) Insurance. each Obligor and each Subsidiary has insured its properties and assets against such risks and in such amounts as are customary for companies engaged in similar businesses and as otherwise required by the Mortgages or the Deed of Covenants and the Guarantee, Administration and Source of Payment Trust Agreement, as applicable;

(l) Financial Information. all financial statements, projections, information and other data furnished by the Security Parties and each Subsidiary to the Facility Agent, on or prior to the date hereof, are complete and correct, such financial statements have been prepared in accordance with MFRS and accurately and fairly present the financial condition of the parties covered thereby as of the respective dates thereof and the results of the operations thereof for the period or respective periods covered by such financial statements, and, since the date of such Security Party’s financial statements most recently delivered to the Facility Agent, there has been no Material Adverse Effect as to any of such parties and none thereof has any contingent obligations, liabilities for taxes or other outstanding financial obligations, except as disclosed in such statements, information and data;

(m) Tax Returns. each Obligor and each Subsidiary has filed all tax returns required to be filed by them and has paid all taxes payable by them which have become due, other than those not yet delinquent and except for those taxes being contested in good faith and by appropriate proceedings or other acts and for which adequate reserves shall have been set aside on its books;

(n) ERISA. (i) none of the Obligors, any Subsidiary or any ERISA Affiliate thereof is party to a Plan or Foreign Plan, (ii) the execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any “prohibited transaction” for purposes of Section 406 of ERISA or Section 4975 of the Code, (iii) no ERISA Termination Event has occurred or is reasonably expected to occur,

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(iv) no ERISA Funding Event exists or has occurred or is reasonably expected to occur and (v) no Foreign Termination Event or Foreign Underfunding exists or has occurred or is reasonably expected to occur that, when taken together with all other ERISA Termination Events, ERISA Funding Events, Foreign Termination Events and Foreign Underfundings that exist or have occurred or which could reasonably be expected to occur, could reasonably be expected to have a Material Adverse Effect;

(o) Chief Executive Office. the Borrower’s chief executive office and principal place of business, in which the records relating to the earnings and other receivables of the Borrower are kept, is located at Sierra Nevada 130, Piso 2, Colonia Lomas de Chapultepec, Miguel Hidalgo, 11050 Mexico City, Mexico;

(p) Sanctions.

(q) Environmental Matters and Claims. (a) except as heretofore disclosed in writing to the Facility Agent and the Lenders (i) each Obligor and its Environmental Affiliates will, when required to operate their business as then being conducted, be in compliance with all applicable United States and Mexican federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products (“Materials of Environmental Concern”), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (“Environmental Laws”); (ii) each Obligor and its Environmental Affiliates will, when required, have all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws (“Environmental Approvals”) and will, when required, be in compliance with all Environmental Approvals required to operate their business as then being conducted; (iii) neither an Obligor nor its any of its Environmental Affiliates has received any notice of any claim, action, cause of action, investigation or demand by any person, entity, enterprise or government, or any political subdivision, intergovernmental body or agency, department or instrumentality thereof, alleging potential liability for, or a requirement to incur, material investigator costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorneys’ fees and expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such person, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval (“Environmental Claim”) (other than Environmental Claims that have been fully and finally adjudicated or otherwise determined and all fines, penalties and other costs, if any, payable by an Obligor in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)); and (iv) there are no circumstances that may prevent or interfere with such full compliance in the future; and (b) except as heretofore disclosed in writing to the Facility Agent there is no Environmental Claim pending or threatened against an Obligor or its Environmental Affiliates and there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Concern, that could form the basis of any Environmental Claim against such persons the adverse disposition of which is reasonably likely to result in a Material Adverse Effect;

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(r) Compliance with ISM Code, ISPS Code and MTSA. each Vessel complies and each Operator complies with the requirements, to the extent applicable, of the ISM Code, the ISPS Code, the MTSA and any Mexican laws or regulations implementing the same, as applicable, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto;

(s) No Threatened Withdrawal of DOC, ISSC or SMC. there is no actual or, to the best of each Obligor’s knowledge, threatened withdrawal of any Operator’s DOC or any Vessel’s ISSC or SMC or other certification or documentation related to the ISM Code, the ISPS Code or otherwise required for the operation in respect to any of the Vessels;

(t) Withholding Taxes. no Security Party is subject to withholding taxes in any jurisdiction nor will any Security Party be subject to withholding taxes due to the transactions contemplated by this Agreement, except for the Mexican federal withholding tax required to be withheld from each payment of interest in an amount as of the Effective Date equal to 4.90% of such payment of interest by the Borrower; provided that the beneficiary of such interest is (i) the effective beneficiary, (ii) for tax purposes, is a resident of a country which has entered with Mexico into a treaty to avoid double taxation, and (iii) authorized to act as a credit institution under the laws of its jurisdiction of incorporation or formation or it is regarded as an “investment bank” under Mexican Income Tax Law provisions and current Mexican Miscellaneous Tax Resolution (“Resolución Miscelánea Fiscal”);

(u) Money Laundering. the operations of the Security Parties are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of (i) the Mexican Federal Law to Prevent and Identify Transactions with Illegal Funds (“Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita”) and (ii) the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Patriot Act”), and the applicable anti-money laundering statutes of jurisdictions where the Security Parties conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”). The Borrower requires the Facility for use in connection with its respective lawful organizational purpose and for no other purposes no Security Party nor any of their Subsidiaries has contravened any of the Anti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Security Parties with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Security Parties, threatened. The Borrower represents that it is the ultimate beneficiary of the Facility contemplated in this Agreement and will promptly notify the Lenders (by written notice to the Facility Agent) if it ceases to be the ultimate beneficiary. Such written notice shall disclose the name and the address of the new ultimate beneficiary;

(v) Liens. other than as disclosed on Schedule 3, there are no liens of any kind on any property owned by any Obligor or any Subsidiary, except as permitted by the Mortgages, the Deeds of Covenants or the Guarantee, Administration and Source of Payment Trust Agreement;

(w) Indebtedness. other than as disclosed in Schedule 3, neither an Obligor nor any Subsidiary has any Indebtedness;

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(x) Investment Company. no Security Party is required to be registered as an “investment company” (as defined in the Investment Company Act of 1940, as amended);

(y) Margin Stock. none of the proceeds of the Facility shall be used to purchase or carry margin stock within the meanings of Regulations T, U or X of the Board of Governors of the Federal Reserve System; no Security Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System;

(z) Shareholders’ Agreements and Tax Sharing Agreements. other than as previously disclosed to the Facility Agent, there are no:

(aa) No Proceedings to Dissolve. there are no proceedings or actions pending or contemplated by any Obligor, or contemplated by any third party, to dissolve, wind-up or terminate any Obligor;

(bb) Solvency. in the case of an Obligor, (a) the sum of its assets, at a fair valuation, does and will exceed its liabilities, including, to the extent they are reportable as such in accordance with MFRS, contingent liabilities, (b) the present fair market saleable value of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its then existing debts, including, to the extent they are reportable as such in accordance with MFRS, contingent liabilities, as they mature, (c) it does not and will not have unreasonably small working capital with which to continue its business and (d) it has not incurred, does not intend to incur and does not believe it will incur, debts beyond its ability to pay such debts as they mature;

(cc) Compliance with Laws. each Obligor is in compliance with all applicable laws, including but not limited to its respective jurisdiction of incorporation, the laws of the flag state of the Vessels, and the law in such places where the Vessels are operating, except where the failure to comply would not alone or in the aggregate result in a Material Adverse Effect;

(dd) No Material Adverse Effect. there has occurred no event which might reasonably be expected to cause a Material Adverse Effect;

(ee) Pari Passu. this Agreement and the Facility and the obligations of the Borrower and the other Security Parties under this Agreement and the other Finance Documents shall rank at least pari passu in right of payment with all other present and future unsecured Indebtedness of the Borrower and such other Security Parties (except for mandatory obligations preferred by law);

(ff) Good Title. (i) as of the date of each contribution of assets and rights made by any Obligor to the Trustee pursuant to the Guarantee, Administration and Source of Payment Trust Agreement, the relevant Obligor was the sole and legitimate owner of the corresponding assets and rights, (ii) each such contribution was legal, valid and enforceable against such Obligor, and (iii) it was such Obligor’s intent that the assets and rights that it contributed to the Trustee pursuant to the Guarantee, Administration and Source of Payment Trust Agreement, shall be held by the Trustee pursuant to the Guarantee, Administration and Source of Payment Trust Agreement to guarantee, and as security for, the obligations resulting from the Facility; and

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(gg) Survival. all representations, warranties and covenants made herein and in any certificate or other document delivered pursuant hereto or in connection herewith shall survive the making of the Facility and the issuance of the Note.

3. THE FACILITY.

3.1 Purposes. the Lenders have made the Facility available to the Borrower prior to the Effective Date and, subject to the satisfaction of the conditions set forth in this Agreement, shall continue to make the Facility available to the Borrower for the purpose of partially financing the Vessels.

3.2 Continuation of the Original Facility. (a) The Facility was fully drawn prior to the Effective Date pursuant to the terms of the Original Facility Agreement. This Agreement and the other Finance Documents do not extinguish the existing indebtedness of the credit facility arising under the Original Facility Agreement, nor does this Agreement constitute a novation of the Original Facility Agreement and the security documents entered in respect thereof, which shall continue to be valid and effective.

(a) As of the Effective Date, the Facility consists of one (1) tranche with a repayment schedule reflected in Schedule 5.

(b) As of the Effective Date, there is no outstanding commitment of any Lender to make any Advance available to the Borrower.

3.3 Notation of Advances on Note. Each Advance made by the Lenders to the Borrower may be evidenced by a notation of the same made by the Facility Agent on the grid attached to the Note, which notation, absent manifest error, shall be prima facie evidence of the amount of the relevant Advance.

3.4 Waiver and Defenses; Other Restrictions

(a) Waiver of Defenses

The liabilities and obligations of an Obligor shall not be impaired by:

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