Issuance of Shares of Common Stock. As soon as practicable following the date any RSUs vest under this Agreement, but no later than 30 days after such date, the number of shares of Common Stock to which the Director is entitled under this Agreement shall be transferred to the Director or his or her nominee via book entry free of restrictions or, upon the Director’s request, [[Tidewater:Organization]] shall cause a stock certificate to be issued in the name of the Director or his or her nominee. Upon issuance of such shares, the Director is free to hold or dispose of such shares, subject to applicable securities laws and any internal company policy then in effect and applicable to the Director, such as [[Tidewater:Organization]]’s Policy Statement on Insider Trading and Director Stock Ownership Guidelines.

Shares of Buyer Common Stock. Prior to the Closing, Buyer shall submit an application for the listing of additional shares to Nasdaq with respect to the shares of Buyer Common Stock to be delivered by Buyer to the Sellers.

Issuance of Shares of Common Stock. As soon as practicable following the date any RSUs vest under this Agreement, but no later than 30 days after such date, the number of shares of Common Stock to which the Employee is entitled under this Agreement will be transferred to the Employee or his or her nominee via book entry free of restrictions or, upon the Employee’s request, [[Tidewater:Organization]] will cause a stock certificate to be issued in the name of the Employee or his or her nominee. Upon issuance of such shares, the Employee is free to hold or dispose of such shares, subject to applicable securities laws and any internal Company policy then in effect and applicable to the Employee, such as [[Tidewater:Organization]]’s Policy Statement on Insider Trading and Executive Stock Ownership Guidelines.

Total Shares of Common Stock. The grant of Options gives the Grantee the right to purchase up to ​ shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

Shares of Buyer Common Stock. The shares of Buyer Common Stock to be issued and delivered to Sellers in accordance with this Agreement, and such shares, when so issued and delivered, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens, except for restrictions under applicable federal and state securities Laws and this Agreement and free of any outstanding subscriptions, preemptive rights, rights of first refusal or “put” or “call” rights created by statute or any Contract to which the Buyer is a party or by which the Buyer or any of its assets is bound. The RSU Grants to be issued will have the rights, preferences and priorities, inter alia, as set forth in the Buyer 2017 Equity Award Plan.

Status of Shares of Common Stock. You agree that any shares of Common Stock distributed to you pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. You also agree that # any certificates representing such shares may bear such legend or legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and # the Company may refuse to register the transfer of such shares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer, if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law. In the Company’s sole discretion, any shares of Common Stock distributed to you pursuant to this Agreement may be evidenced by an electronic book entry account in your name created by the Company’s transfer agent. You shall not have any voting rights with respect to any share of Common Stock underlying the Award until such share is distributed to you in accordance with the terms of this Agreement.

Shares of Buyer Common Stock. The shares of Buyer Common Stock issuable as part of the consideration as set forth in Section 1.4 shall only be issued by Buyer to an Equityholder that is a Qualified Shareholder. Such shares of Buyer Common Stock issuable to a Seller shall be issued at Closing in the name of the Payment Agent, and shall be released to the Equityholders in accordance with the procedures described in [Section 1.4(g)], and such shares of Buyer Common Stock issuable to a holder of Company 102 Securities shall be issued in the name of the 102 Trustee and released according to the provisions of [Section 1.4(f)(vi)]; provided that regardless of the date on which the shares are released from the Payment Agent to a Seller or from the 102 Trustee to the applicable holder of Company 102 Securities, the date of issuance of such shares, including for the purposes of Rule 144, shall be deemed to be the Closing Date.

Status of Shares of Common Stock. You agree that any shares of Common Stock distributed to you pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. You also agree that # any certificates representing such shares may bear such legend or legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and # the Company may refuse to register the transfer of such shares on the stock transfer records of the Company, and may give related instructions to its transfer

Listing of Buyer Common Stock. Buyer shall have obtained the approval of Nasdaq for the listing of the shares of Buyer Common Stock to be issued hereunder for trading on Nasdaq.

Adjustment of Shares of Common Stock. In the event of any change with respect to the outstanding shares of Common Stock contemplated by [Section 4.4] of the Plan, the number of Restricted Stock Units and the performance vesting conditions set forth in Section 2.b may be adjusted in accordance with [Section 4.4] of the Plan.