Legacy GLF Equity Warrants

The following summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms and conditions of a  Warrant Agreement, dated November 14, 2017, between GulfMark and the warrant agent, which was amended and assumed by Tidewater pursuant to an Assignment, Assumption, and Amendment Agreement dated November 15, 2018 (as amended, the “Legacy GLF Equity Warrant Agreement”. We encourage you to read the Legacy GLF Equity Warrant Agreement and our Certificate of Incorporation, as amended (“Charter”) for additional information.

Warrant Agreement and Warrant Agent. The Legacy GLF Equity Warrants were issued under, and are subject to the terms and conditions of, the Legacy GLF Equity Warrant Agreement. Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) serves as warrant agent for the Legacy GLF Equity Warrants.

Exercise Terms and Process. The Legacy GLF Equity Warrants have seven-year terms and are exercisable through 5:00 p.m. New York City time, on November 14, 2024. The form to exercise any Legacy GLF Equity Warrants can be found here (individual) and here (DTC holder). Each Legacy GLF Equity Warrant represents the right to purchase 1.100 shares of Common Stock for an exercise price of $100 per share, subject to adjustment as described in greater detail below under “Adjustments,” and all other terms and conditions of the Legacy GLF Equity Warrant Agreement. These terms and conditions include limitations on foreign ownership as set forth in our Charter that are intended to comply with the Jones Act (for more information, see “Description of Common Stock – Limitations on Ownership by Non-U.S. Citizens”). Specifically, during the term of the GLF Equity Warrants, any non-U.S. citizen holders are prohibited from converting their GLF Equity Warrants into shares of Common Stock so long as certain other warrants originally issued by GulfMark and assumed by us in the business combination are outstanding and held by non-U.S. citizens. In addition, non-U.S. citizen holders may not exercise their warrants to the extent that such exercise would cause the aggregate ownership by non-U.S. citizens to exceed 24% of our outstanding Common Stock.

Holders of Legacy GLF Equity Warrants have the right to select to:

(a)        cash settle: pay the full Exercise Price ($100.00) multiplied by shares being exercised under the warrant; or

(b)       cashless conversion: in lieu of paying the Exercise Price in cash, instruct the Company to reduce the number of shares issuable pursuant to the conversion of such Warrants in accordance with the following formula:

N = P ÷ M

N = number of shares to be subtracted from the aggregate shares issuable upon conversion;

P = aggregate exercise price otherwise payable in cash for all Shares being converted; and

M = Market Price of a Share determined as of the Business Day immediately preceding the notice delivery date

The definition of Market Price is a 5-day VWAP calculation (see page 2 of the Warrant Agreement).  If our 5-day VWAP is below the strike price, zero shares would be issued.

Definitions:

“Market Price” means with respect to Common Stock or any Other Security the arithmetic average of the daily VWAP of a share or single unit of such securities for the five (5) consecutive trading days on which such security traded immediately preceding the date of measurement, or, if such security is not listed or quoted on the New York Stock Exchange, NASDAQ Stock Market or a U.S. national or regional securities exchange, the average of the reported closing bid and asked prices of such security on such dates in the over-the-counter market or a comparable system as shown by a system of automated dissemination of quotations of securities prices then in common use comparable to the National Association of Securities Dealers, Inc. Automated Quotations System; provided, however, that if at such date of measurement there is otherwise no established trading market for such security, or the number of consecutive trading days any such security has been listed, quoted or traded since the Effective Date is less than five, then “Market Price” means the value of such Common Stock or Other Security as determined reasonably and in good faith by the Board of Directors of the Company.

“VWAP” means for any trading day, the price for securities (including Common Stock) determined by the daily volume weighted average price per unit of securities for such trading day on the New York Stock Exchange or NASDAQ Stock Market, as the case may be, in each case, for the regular trading session (including any extensions thereof, without regard to pre-open or after hours trading outside of such regular trading session), or if such securities are not listed or quoted on the New York Stock Exchange or NASDAQ Stock Market, as reported by the principal U.S. national or regional securities exchange on which such securities are then listed or quoted, whichever is applicable, as published by Bloomberg at 4:15 P.M., New York City time (or 15 minutes following the end of any extension of the regular trading session), on such trading day.

Exercise Instructions:

1. Fully complete the relevant Notice of Exercise form and have your signature medallioned.
2. Email completed form to Tidewater (IR@tdw.com) and Equiniti as Warrant Agent (admin1@equiniti.com).

NOTE:  If a holder is a non-U.S. citizen, the U.S. Citizenship Questionnaire must be completed before shares are issued since Tidewater’s shares are subject to Jones Act limitations on foreign ownership.  To the extent a holder is a non-U.S. citizen and Tidewater is not able to issue shares to foreign citizens because of Jones Act limitations, you will have the right to receive Jones Act Warrants.

3. Tidewater will review the exercise notice, complete a calculations spreadsheet and send an instruction letter to the relevant parties via email which you will be copied.
4. Once all required paperwork is in hand and approved, we will coordinate with the Warrant Agent, Computershare (our transfer agent), you and the DTC to collect the exercise price and complete the issuance of the shares.

Expiration. All unexercised Legacy GLF Equity Warrants will expire, and the rights of the holders of Legacy GLF Equity Warrants to purchase shares of Common Stock will terminate on, the first to occur of (i) 5:00 pm ET on November 14, 2024, or (ii) upon their earlier exercise or settlement in accordance with the terms of the Legacy GLF Equity Warrant Agreement.

No Rights as Stockholders Before Exercise. A holder of Legacy GLF Equity Warrants, by virtue of holding, or having a beneficial interest in, such warrants, will not have the right to vote, to consent, to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of shares of Common Stock, or to exercise any rights whatsoever as a stockholder of Tidewater unless, until and only to the extent such persons become holders of record of shares of Common Stock issued upon settlement of the Legacy GLF Equity Warrants.

Adjustments. The number of shares of Common Stock for which a Legacy GLF Equity Warrant is exercisable, and the exercise price per share of such warrant are subject to adjustment from time to time pursuant to the terms and conditions of the Legacy GLF Equity Warrant Agreement upon the occurrence of certain events, including the issuance of a stock dividend to all holders of Common Stock, a subdivision, a combination or other reclassification of Common Stock.

Listing. The Legacy GLF Equity Warrants are listed on the NYSE American under the symbol “TDW.WS.”