STOCK REPURCHASE
AGREEMENT
Cal Dive International,
Inc.
Helix Energy Solutions Group,
Inc.
STOCK REPURCHASE
AGREEMENT
This STOCK
REPURCHASE AGREEMENT (this “ Agreement ”) is
entered into as of this 29th day of May, 2009, by and between Cal
Dive International, Inc., a Delaware corporation (the “
Company ”), and Helix Energy Solutions Group, Inc., a
Minnesota corporation (“ Seller ” and together
with the Company, the “ Parties ”).
WHEREAS, Seller
owns of record and beneficially 47,942,022 shares of the
outstanding common stock of the Company, $0.01 par value per share
(the “ Common Stock ”), representing
approximately 51% of the outstanding capital stock of the Company
(the “ Seller Ownership Percentage
”);
WHEREAS, Seller is
offering to sell up to 20,000,000 shares of the Company’s
Common Stock in a secondary public offering, which offering and
sale has been registered by the Company with the Securities and
Exchange Commission on behalf of the Seller pursuant to the
Registration Rights Agreement between the Parties (the “
Public Offering ”);
WHEREAS, the
Company wishes to purchase, and Seller wishes to sell, that number
of whole shares of the Company’s Common Stock that is equal
to $14 million divided by the per share price at which Seller
sells Common Stock in the Public Offering (the “ Purchased
Shares ”), for an aggregate purchase price equal to
$14 million (the “ Repurchase ”);
and
WHEREAS, the
Parties desire to effect the Repurchase only upon, and
contemporaneously with, the completion of the Public Offering
(exclusive of the exercise of all or any portion of the
over-allotment option granted to the underwriters in connection
with the Public Offering (the “ Over-Allotment
”)).
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
Terms with their
initial letters capitalized used but not otherwise defined in this
Agreement shall have the meanings given to them in this
Article 1.
1.1 “
Law ” means, with respect to any Person, any domestic
or foreign federal or state statute, law, ordinance, rule,
administrative code, administrative interpretation, regulation,
order, consent, writ, injunction, directive, judgment, decree,
policy, ordinance, decision, guideline or other requirement of (or
agreement with) any governmental authority (including any
memorandum of understanding or similar arrangement with any
governmental authority), in each case binding on that Person or its
property or assets.
1
1.2 “
Lien ” means any liens, pledges, charges, claims,
security interests or agreements, escrows, options, rights of first
refusal, mortgages, deeds of trust, deeds to secure debt, title
retention agreements or other encumbrances.
1.3 “
Person ” means any individual, corporation, business
trust, partnership, association, limited liability company,
unincorporated organization or similar organization, any
governmental authority, fund, organized group of persons whether
incorporated or not, or any receiver, trustee under Title 11 of the
United States Code or similar official or any liquidating agent for
any of the foregoing in his or her capacity as such.
1.4 “
Transactions ” means any and all actions or other
transactions contemplated by this Agreement.
ARTICLE 2
PURCHASE AND SALE OF THE PURCHASED SHARES
2.1 Transfer of
Purchased Shares . Upon the terms and subject to the conditions
of this Agreement, including completion of the Public Offering
(exclusive of the exercise of all or any portion of
Over-Allotment), Seller shall sell, assign, transfer and convey, or
cause to be sold, assigned, transferred and conveyed, to the
Company, and the Company shall purchase, acquire and accept, the
Purchased Shares.
2.2
Consideration . At the Closing, the Company shall make a
cash payment to Seller in the aggregate amount of $14 million
(the “ Cash Amount ”) by wire transfer of
immediately available funds in exchange for the delivery by Seller
of the Purchased Shares.
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