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ASSIGNMENT AND ASSUMPTION
AGREEMENT
This
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “
Agreement ”) is made this 30th day of June 2008
(the “ Effective Date ”) by and between GulfMark
Offshore, Inc., a Delaware corporation (“ Assignor
”), and GulfMark Management, Inc., a Delaware corporation
(“ Assignee ”).
WHEREAS , Assignor entered into that certain Membership
Interest and Stock Purchase Agreement dated as of May 28, 2008
among, among others, Assignor, Rigdon Marine Holdings, L.L.C. and
Rigdon Marine Corporation (the “ Purchase Agreement
”) attached hereto as Exhibit A ; and
WHEREAS , pursuant to Section 11.3 of the Purchase
Agreement, Assignor (as “Buyer” thereunder) has the
right to assign all of its rights and obligations under the
Purchase Agreement to a subsidiary, subject to Assignor’s
retention of all liabilities under the Purchase Agreement without
regard to any such assignment; and
WHEREAS , Assignor, as the 100% owner of Assignee, desires
to assign and transfer all of its rights and obligations under the
Purchase Agreement to Assignor, and Assignee desires to accept and
assume all of Assignor’s rights and obligations under the
Purchase Agreement, such assignment and assumption subject, in each
case, to the retention by Assignor of all liabilities under the
Purchase Agreement.
NOW, THEREFORE , in consideration of the premises, and for
other good and valuable consideration, th
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