As previously disclosed and pursuant to the terms and conditions of the Merger Agreement,
upon the effective time of the First Merger (the Closing):
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each issued and then-outstanding share of GulfMark common stock, $0.01 par value per share (GLF Common
Stock), was automatically converted into the right to receive 1.100 shares of Tidewater common stock, par value $0.001 per share (the TDW Common Stock), with cash paid in lieu of any fractional share; and
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each then-outstanding GulfMark warrant (collectively, the GLF Warrants) was automatically converted
into the right to receive 1.100 shares of TDW Common Stock upon payment to Tidewater of the applicable exercise price, subject to (i) all other terms and conditions of the applicable GLF Warrant Agreement (as defined below), including cash paid
in lieu of any fractional share, and (ii) the limitations on foreign ownership set forth in Tidewaters amended and restated certificate of incorporation (the Tidewater charter) intended to comply with the Jones Act (as defined
below).
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There are two series of GLF Warrants: (i) GLF Jones Act Warrants, which may be exercised at any time until
November 14, 2042 for an exercise price of $0.01 per share, and (ii) GLF Equity Warrants, which may be exercised at any time until November 14, 2024 for an exercise price of $100.00 per share.
Each series of GLF Warrants is subject to a warrant agreement with substantially the same terms and conditions that applied to such warrant
prior to the Closing, as assumed and amended by Tidewater effective upon the Closing (the GLF Jones Act Warrant Agreement and the GLF Equity Warrant Agreement and, collectively, the GLF Warrant Agreements).
Although the GLF Warrants are immediately exercisable, the exercise of any GLF Warrants is subject to, among other things, the limitations on foreign ownership as set forth in the Tidewater charter that are intended to comply with the Merchant
Marine Act of 1920 and the Shipping Act, 1916, as amended, and the rules and regulations promulgated thereunder (collectively, the Jones Act).
In addition, at the Closing, each GulfMark restricted stock unit that was outstanding and unvested immediately prior to the Closing (the
GLF RSUs) was automatically converted into an award representing the right to receive 1.100 shares of Tidewater Common Stock, rounded down to the nearest whole number with cash paid in lieu of any fractional share, subject to vesting and
the other terms and conditions applicable to such award immediately prior to the Closing. As described in greater detail under Item 5.02(e), Tidewater also assumed the shares remaining available for issuance under the legacy GulfMark Management
Incentive Plan under which these GLF RSUs were granted.
Accordingly, as a result of the Business Combination, Tidewater (i) expects
to deliver to GulfMarks stockholders an approximate aggregate total of 8,464,290 shares of Tidewater Common Stock in exchange for shares of GulfMark Common Stock that were outstanding immediately prior to the Closing (including 39,850 shares
issued in settlement of vested GulfMark restricted stock units); (ii) has reserved for issuance a maximum of 3,434,934 shares of Tidewater Common Stock for issuance upon the exercise of GLF Warrants (2,573,624 shares issuable upon the exercise of
GLF Jones Act Warrants and 861,310 shares issuable upon the exercise of GLF Equity Warrants); and (iii) has reserved for issuance a maximum of 88,479 shares for issuance pursuant to the GLF RSUs.
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