exv10w3






Exhibit 10.3




[FORM OF WARRANT]



THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF PURSUANT TO
SECTIONS 1 AND 7 OF THIS WARRANT. THE COMPANY MAY TREAT THE HOLDER (AS DEFINED BELOW) REGISTERED ON
THE BOOKS OF THE COMPANY OR A TRANSFEREE THAT COMPLIES WITH SECTION 7(A) HEREIN AS THE ABSOLUTE
OWNER HEREOF FOR ALL PURPOSES AND AS THE PERSON ENTITLED TO EXERCISE THE RIGHTS REPRESENTED BY THIS
WARRANT.




TRICO MARINE SERVICES, INC.




Warrant To Purchase Common Stock




Warrant No.: [•]

Number of Shares of Common Stock: [•]

Date of Issuance: [•] (“Issuance Date”)




          Trico Marine Services, Inc., a Delaware corporation (the “Company”), hereby certifies that,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
[     ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as
defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
“Warrant”), at any time or times on or after the date hereof, but not after 11:59 p.m., New York
Time, on the Expiration Date (as defined below), [                      (     )] fully paid
nonassessable shares of Common Stock (as defined below), or such greater or lesser amount as is
indicated in the Register (as defined herein) to reflect adjustments, exercises or transfers
pursuant to the terms hereof (the “Warrant Shares”). Except as otherwise defined herein,
capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is
one of the warrants to purchase Common Stock (the “Exchanged Warrants”) issued pursuant to Section
1 of those certain Exchange Agreements, dated as of May 11, 2009 (the “Subscription Date”), by and
among the Company and each of the investors (individually, an “Investor” and collectively, the
“Investors”) referred to therein (collectively, the “Exchange Agreements”).




 









 





          1. EXERCISE OF WARRANT.




               (a) Mechanics of Exercise. Subject to the terms and conditions hereof (including,
without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by
the Holder on any day on or after the date hereof in whole or in part, by (i) delivery to the
Company of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant and (ii) either (A) payment to the
Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by
wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is
being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not
be required to deliver the original Warrant in order to effect an exercise hereunder. Execution
and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have
the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares. On or before the first (1st)
Business Day following the date on which the Company has received each of the Exercise Notice and
the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery
Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt
of the Exercise Delivery Documents to the Holder. On or before the third (3rd) Trading Day
following the date on which the Company has received all of the Exercise Delivery Documents (the
“Share Delivery Date”), the Company shall (X) provided that the shares to be issued have been
registered under the Securities Act of 1933, as amended, or are not otherwise restricted and
further provided that the Company’s transfer agent (the “Transfer Agent”) is participating in The
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of
the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in
the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the
address as specified in the Exercise Notice, a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of shares of Common Stock to
which the Holder is entitled pursuant to such exercise. Subject to Section 16 hereof, upon
delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC
account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may
be. If this Warrant is delivered to the Company in connection with any exercise pursuant to this
Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall
as soon as practicable and in no event later than three (3) Business Days after any exercise and at
its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to
purchase the number of Warrant Shares issuable immediately prior to such exercise under this
Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No
fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather
the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.
Issuance



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and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent
fee or other incidental tax or expense in respect of the issuance of such certificates, all of
which taxes and expenses shall be paid by the Company; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other than that of the
Holder or an Affiliate thereof. The Holder shall be responsible for all income tax liability that
may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise of this Warrant.




               (b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.01,
subject to adjustment as provided herein.



               (c) Company’s Failure to Timely Deliver Securities. If on or prior to the Share
Delivery Date the Company shall fail to issue and deliver a certificate to the Holder and register
such shares of Common Stock on the Company’s share register or credit the Holder’s balance account
with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on
or after the Share Delivery Date the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate
(and to issue such shares of Common Stock) or credit such Holder’s balance account with DTC shall
terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or
certificates representing such shares of Common Stock or credit such Holder’s balance account with
DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the
date of exercise.



               (d) Cashless Exercise. Notwithstanding anything contained herein to the contrary, the
Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of
making the cash payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):



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	 	Net Number   =
	 	(A x B) – (A x C)
 

B
	 	 






                    For purposes of the foregoing formula:



                    A = the total number of shares with respect to which this Warrant is then being
exercised.




                    B = the Weighted Average Price of the shares of Common Stock (as reported by
Bloomberg) for the five(5) consecutive Trading Days ending on the date immediately
preceding the date of the delivery of the Exercise Notice.



                    C = the Exercise Price then in effect for the applicable Warrant Shares at the
time of such exercise.



               (e) Disputes. In the case of a dispute as to the determination of the Exercise Price
or the arithmetic calculation of the Warrant Shares, the Company shall on or prior to the Share
Delivery Date issue to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 12.



               (f) Limitations on Exercises. The Holder shall not have the right to exercise any
portion of this Warrant, to the extent that after giving effect to such exercise, the Holder
(together with the Holder’s affiliates whose ownership of securities is not disaggregated from the
Holder in accordance with SEC Release No. 34-39538) would beneficially own in excess of 9.99% (the
“Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of
Common Stock beneficially owned by such Person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock which would
be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (B) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such Person and
its affiliates (including, without limitation, any convertible notes or convertible preferred stock
or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on
Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with
the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. For any reason at



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any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including the
Exchanged Warrants, by the Holder and its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may
from time to time increase or decrease the Maximum Percentage to any other percentage not in excess
of 9.99% specified in such notice; provided that (i) any such increase will not be effective until
the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any
such increase or decrease will apply only to the Holder and not to any other holder of Exchanged
Warrants. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended beneficial
ownership limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation.




               (g) Insufficient Authorized Shares. If at any time while any of the Warrants remain
outstanding the Company does not have a sufficient number of authorized and unreserved shares of
Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at
least a number of shares of Common Stock equal to 100% (the “Required Reserve Amount”) of the
number of shares of Common Stock as shall from time to time be necessary to effect the exercise of
all Warrants then outstanding (an “Authorized Share Failure”), then the Company shall immediately
take all action necessary to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for all Warrants then
outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable
after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty
(60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy
statement and shall use its best efforts to solicit its stockholders’ approval of such increase in
authorized shares of Common Stock and to cause its board of directors to recommend to the
stockholders that they approve such proposal.



               (h) Sale Upon Exercise. Upon exercise of this Warrant pursuant to the terms herein,
the Holder shall transfer beneficial ownership of the Warrant Shares; provided, that this
Section 1(h) will not apply if, at the time of exercise of this Warrant, the Holder is not an Alien
(as defined in the certificate of incorporation of the Company (the “Charter”)).



               (i) Register. The Company shall maintain at its principal executive offices (or such
other office or agency of the Company as it may designate by notice to each holder of Warrants), a
register (the “Register”) for the Warrants in which the Company shall record the name and address
of the Person in whose name the Warrants have been issued (including the name and address of each
transferee) and the number of Warrant Shares issuable upon exercise of the Warrants held by such
Person. The Company shall keep the register open and available at all times during business hours
for inspection of any Holder or its legal representatives. The Company may



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treat the Holder registered on the books of the Company or a transferee that complies with
Section 7(a) herein as the absolute owner hereof for all purposes and as the person entitled to
exercise rights represented by this Warrant.




          2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as follows:




               (a) Adjustment upon Subdivision or Combination of shares of Common Stock. If the
Company at any time on or after the Subscription Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time on or after the Subscription Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to
such combination will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the
close of business on the date the subdivision or combination becomes effective.



          3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares
of Common Stock, by way of return of capital or otherwise (including, without limitation, any
distribution of cash, stock or other securities, property or options by way of a dividend, spin
off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Company Distribution”), at any time after the issuance of this Warrant, then, in each such
case, the Holder will be entitled to receive, upon the terms applicable to such Company
Distribution, the aggregate Company Distribution which the Holder would have received if the Holder
had held the number of shares Common Stock acquirable upon complete exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) immediately before the date on
which a record is taken for the dividend or other distribution of its assets (or rights to acquire
its assets) of such Company Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the dividend or other
distribution of its assets (or rights to acquire its assets) of such Company Distribution.




          4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.




               (a) Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if
at any time the Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record holders of any class
of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations on the exercise



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of this Warrant) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of shares of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.




               (b) Fundamental Transactions. If, at any time while this Warrant is outstanding,
(A) the Company effects any merger or consolidation of the Company with or into (whether or not the
Company is the surviving corporation) another Person, (B) the Company effects any sale, assignment,
transfer, conveyance or other disposition of all or substantially all of its assets in one or a
series of related transactions or (C) the Company effects any reclassification of the Common Stock
or any compulsory share exchange, in each of cases (A), (B) and (C) above, pursuant to which the
Common Stock is effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of shares of Common Stock covered by
Section 2(a) above) (in any such case, a “Fundamental Transaction”), then the Holder shall have the
right thereafter to receive in lieu of Common Stock, upon exercise of this Warrant, the same amount
and kind of securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this
Warrant (without regard to any limitations on exercise set forth herein).



          5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for
any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder,
solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to
receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding this Section 5, the
Company shall provide the Holder with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof to the
stockholders; provided, however, that copies of such notices or information need not be provided to
the Holder if the notice or information is filed with the Securities and Exchange Commission via
its EDGAR system or otherwise broadly distributed via a press release..




          6. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will
not, by amendment of its Charter or bylaws or through any reorganization, transfer of assets,
consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and
take all action as may be required to protect the rights of the Holder. Without limiting the
generality of




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the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant, and (iii) shall, so long as any of the Exchanged Warrants are outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Exchanged Warrants, 100% of the number of
shares of Common Stock as shall from time to time be necessary to effect the exercise of the
Exchanged Warrants then outstanding (without regard to any limitations on exercise).




          7. REISSUANCE OF WARRANTS.




               (a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall
surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon
the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder
may request, representing the right to purchase the number of Warrant Shares being transferred by
the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is
being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the
right to purchase the number of Warrant Shares not being transferred. Notwithstanding the
foregoing, the Company shall recognize the transfer of this Warrant to a transferee upon receipt of
evidence reasonably satisfactory to the Company that such transfer has occurred and a written
undertaking by such transferee to deliver this Warrant (or such other documentation in compliance
with Section 7(b) below) to the Company as promptly as commercially practicable thereafter.



               (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction, of an agreement by the Holder to indemnify
the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with
Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.



               (c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the
surrender hereof by the Holder at the principal office of the Company, for a new Warrant or
Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the
right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of
such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be
given.



               (d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this
Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase
the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued



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pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which,
when added to the number of shares of Common Stock underlying the other new Warrants issued in
connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.




          8. NOTICES. Whenever notice is required to be given under this Warrant, unless
otherwise provided herein, such notice shall be given in accordance with Section 6(l) of the
Exchange Agreements. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Warrant, including in reasonable detail a description of such action
and the reason therefor. Without limiting the generality of the foregoing, the Company will give
written notice to the Holder immediately upon any adjustment of the Exercise Price, setting forth
in reasonable detail, and certifying, the calculation of such adjustment. 




          9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant may be amended and the Company may take any action herein prohibited, or omit to perform
any act herein required to be performed by it, only by (i) the consent of the Company and the
Holder or (ii) the written consent of the Required Holders; provided that no such action under
clause (ii) of this Section 9 may increase the exercise price of any Exchanged Warrant or decrease
the number of shares or class of stock obtainable upon exercise of any Exchanged Warrant without
the written consent of the Holder. No amendment under clause (ii) of this Section 9 shall be
effective to the extent that it applies to less than all of the holders of the Exchanged Warrants
then outstanding.




          10. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in
accordance with, and all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.




          11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and all the Investors and shall not be construed against any person as the drafter hereof.
The headings of this Warrant are for convenience of reference and shall not form part of, or affect
the interpretation of, this Warrant.




          12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the
Exercise Price with respect to some or all of this Warrant or the arithmetic calculation of the
Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two (2) Business Days of receipt of the Exercise Notice giving rise to such
dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon
such determination or calculation of the Exercise Price or the Warrant Shares within three (3)
Business Days of such disputed determination or arithmetic calculation being submitted to the
Holder, then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed
determination of the Exercise Price to an independent, reputable investment bank selected by the




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Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant
Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the Holder of the results no later than ten (10) Business
Days from the time it receives the disputed determinations or calculations. Such investment bank’s
or accountant’s determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error.




          13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
provided in this Warrant shall be cumulative and in addition to all other remedies available under
this Warrant and the other Transaction Documents, at law or in equity (including a decree of
specific performance and/or other injunctive relief), and nothing herein shall limit the right of
the Holder to pursue actual damages for any failure by the Company to comply with the terms of this
Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled to seek, in addition to all other available remedies, an
injunction restraining any breach, without the necessity of showing economic loss and without any
bond or other security being required.




          14. TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned
(collectively, a “Transfer”) without the consent of the Company to (i) Affiliates of the Holder or
(ii) to Persons that are not Affiliates of the Holder so long as (X) the Holder is transferring the
Warrant in whole or (Y) if the Holder is transferring the Warrant in part, the number of Warrant
Shares underlying the part of the Warrant to be transferred is at least 100,000 shares.




          15. SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise
determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that
would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of
such provision shall not affect the validity of the remaining provisions of this Warrant so long as
this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits
that would otherwise be conferred upon the parties. The parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid
provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or
unenforceable provision(s).




          16. LIMITATIONS ON FOREIGN OWNERSHIP. The shares of Common Stock issuable upon
exercise of the Warrants are subject to limitations on foreign ownership as and to the extent set
forth in the Charter and bylaws of the Company. By reason of such limitations, upon exercise of
the Warrants, as and to the extent set forth in the Charter and bylaws of the Company, an Alien (as
defined in the Charter) holding Common Stock received upon exercise of the Warrants will not
receive or accrue any rights with respect to any dividends or other distributions of assets




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declared payable or be entitled to vote with respect to any matter submitted to stockholders
and will be subject to having any Excess Shares (as defined in the Charter) of such Alien redeemed
by the Company for cash or for promissory notes of the Company with maturities not to exceed ten
years and bearing interest at the then-applicable rate for U.S. treasury instruments of the same
tenor. Each Holder, by accepting the same, (a) agrees to and shall be bound by such limitations
and (b) authorizes and directs the Company on his behalf to take such action as may be necessary or
appropriate to effectuate such limitations.




          17. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have
the following meanings:




               (a) “Bloomberg” means Bloomberg Financial Markets.



               (b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in The City of New York are authorized or required by law to remain closed.



               (c) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the
Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an
extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security
prior to 4:00:00 p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not
the principal securities exchange or trading market for such security, the last closing bid price
or last trade price, respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not
apply, the last closing bid price or last trade price, respectively, of such security in the
over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any
market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Sale Price, as the case may be, of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. If the Company and the Holder
are unable to agree upon the fair market value of such security, then such dispute shall be
resolved pursuant to Section 12. All such determinations are to be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.



               (d) “Common Stock” means (i) the Company’s shares of Common Stock, par value $0.01 per share,
and (ii) any share capital into which such Common Stock shall have been changed or any share
capital resulting from a reclassification of such Common Stock.



11









 





               (e) “Convertible Securities” means any stock or securities (other than Options) directly or
indirectly convertible into or exercisable or exchangeable for shares of Common Stock.



               (f) “Expiration Date” means the date that is ten (10) years following the Issuance Date or, if
such date falls on a day other than a Business Day or on which trading does not take place on the
Principal Market (a “Holiday”), the next day that is not a Holiday.



               (g) “Options” means any rights, warrants or options to subscribe for or purchase shares of
Common Stock or Convertible Securities.



               (h) “Person” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization, any other entity and a government or any
department or agency thereof.



               (i) “Principal Market” means The NASDAQ Global Market.



               (j) “Required Holders” means the holders of the Exchanged Warrants representing a majority of
the shares of Common Stock underlying the Exchanged Warrants then outstanding.



               (k) “Trading Day” means any day on which the Common Stock is traded on the Principal Market,
or, if the Principal Market is not the principal trading market for the Common Stock, then on the
principal securities exchange or securities market on which the Common Stock is then traded;
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is
suspended from trading during the final hour of trading on such exchange or market (or if such
exchange or market does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York Time).



               (l) “Weighted Average Price” means, for any security as of any date, the dollar
volume-weighted average price for such security on the Principal Market during the period beginning
at 9:30:01 a.m., New York City Time (or such other time as the Principal Market publicly announces
as the official open of trading), and ending at 4:00:00 p.m., New York Time (or such other time as
the Principal Market publicly announces is the official close of trading) as reported by Bloomberg
through its “Volume at Price” function, or, if the foregoing does not apply, the dollar
volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m., New York City Time
(or such other time as such market publicly announces is the official open of trading), and ending
at 4:00:00 p.m., New York City Time (or such other time as such market publicly announces is the
official close of trading) as reported by Bloomberg, or, if no dollar volume-weighted average price
is reported for such security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in
the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the
Weighted Average Price cannot be calculated for a security on a particular date



12









 




on any of the foregoing bases, the Weighted Average Price of such security on such date shall
be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the
term “Exercise Price”. All such determinations are to be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.




[Signature Page Follows]




13









 





          IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly
executed as of the Issuance Date set out above.




	 	 	 	 	 
	 	TRICO MARINE SERVICES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Signature Page to Common Stock Purchase Warrant









 








EXHIBIT A




EXERCISE NOTICE




TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK




TRICO MARINE SERVICES, INC.





     The undersigned holder hereby exercises the right to purchase ___of the shares
of Common Stock (“Warrant Shares”) of Trico Marine Services, Inc., a Delaware corporation (the
“Company”), evidenced by the attached [copy of the] Warrant to Purchase Common Stock (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.



     1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be
made as:



                               a “Cash Exercise” with respect to                      Warrant Shares; and/or




                               a “Cashless Exercise” with respect to                      Warrant Shares.




     2. Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with
respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the
Aggregate Exercise Price in the sum of $                     to the Company in accordance with the
terms of the Warrant.



     3. Maximum Percentage. Notwithstanding anything to the contrary contained herein, this
Exercise Notice shall constitute a representation by the holder of the Warrant submitting this
Exercise Notice that, after giving effect to the exercise provided for in this Exercise Notice,
such holder (together with its affiliates) will not have beneficial ownership (together with the
beneficial ownership of such Person’s affiliates) of a number of shares of Common Stock which
exceeds the Maximum Percentage of the total outstanding shares of Common Stock as determined
pursuant to the provisions of Section 1(f) of this Warrant.



     4. Delivery of Warrant Shares. The Company shall deliver to the Holder                      Warrant
Shares in accordance with the terms of the Warrant.



     5. Attached as Annex A is information to be provided to the Transfer Agent to effect this
exercise.



Date:                      __,                     





	 	 	 
	 
	 

Name of Registered Holder

	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 









 





ANNEX A




	 	 	 
	Issue To:

	 	Broker Name & Address
	 

	 	DTC Participant #
	 

	 	Tel. No.                     
	 

	 	 

	 

	 	Fax No.