exv10w3



 





Exhibit 10.3




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2006,
is entered into by and between Cal Dive International, Inc., a Delaware corporation (including its
successors, the “Company”), and Helix Energy Solutions Group, Inc., a Minnesota corporation
(“Helix”).



RECITALS




     WHEREAS, the Company and Helix are parties to that certain Master Agreement dated as of
December 8, 2006 (the “Master Agreement”);



     WHEREAS, pursuant to the Company’s Amended and Restated Certificate of Incorporation, the
Company is authorized to issue up to 240 million shares of common stock, par value $.01 per share
(the “Common Stock”);



     WHEREAS, the Company has filed and obtained the effectiveness of a Registration Statement with
the Securities and Exchange Commission on Form S-1 (the “Registration Statement”) in
connection with the initial public offering (the “IPO”) of approximately 22.1 million
shares of its Common Stock;



     WHEREAS, following the IPO, Helix will own approximately 61,506,691 shares of Common Stock;
and



     WHEREAS, the Company has agreed to provide Helix with the registration rights specified in
this Agreement following the IPO with respect to any shares of Common Stock held by Helix or any
other Holder on the terms and subject to the conditions set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



ARTICLE 1




DEFINITIONS




     1.1 Definitions. Capitalized terms used in this Agreement and not otherwise defined
herein shall have the meanings ascribed to such terms in the Master Agreement. The following terms
shall have the meanings set forth in this Section 1.1:



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations promulgated by the SEC thereunder.



     “Excluded Registration” means a registration under the Securities Act of (i)
securities pursuant to one or more Demand Registrations pursuant to Section 2 hereof, (ii)
securities registered on Form S-8 or any similar successor form, and (iii) securities registered to
effect the acquisition of, or combination with, another Person.



 









 





     “Holder” means (i) Helix and (ii) any direct or indirect transferee of Helix who shall
become a party to this Agreement in accordance with Section 2.9 and has agreed in writing
to be bound by the terms of this Agreement.



     “Person” or “persons” means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof.



     “Register,” “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act,
and the declaration or ordering of the effectiveness of such registration statement.



     “Registrable Shares” means the Common Stock owned by the Holders, whether owned on the
date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to
Section 3.1, no longer have registration rights hereunder shall not be considered
Registrable Shares.



     “Requesting Holders” shall mean any Holder(s) requesting to have its (their)
Registrable Shares included in any Demand Registration or Shelf Registration.



     “SEC” means the Securities and Exchange Commission or any other federal agency at the
time administering the Securities Act.



     “Securities Act” means the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations promulgated by the SEC thereunder.



     1.2 Other Terms. For purposes of this Agreement, the following terms have the
meanings set forth in the section or agreement indicated.



	 	 	 
	Term	 	Section
	Adverse Effect
	 	Section 2.1.5
	Advice
	 	Section 2.6
	Affiliate
	 	Master Agreement
	Agreement
	 	Introductory Paragraph
	CCU
	 	Introductory Paragraph
	Common Stock
	 	Recitals
	Company
	 	Introductory Paragraph
	Demand Registration
	 	Section 2.1.1(a)
	Demanding Shareholders
	 	Section 2.1.1(a)
	Demand Request
	 	Section 2.1.1(a)
	Inspectors
	 	Section 2.5(xiii)
	IPO
	 	Recitals
	Master Agreement
	 	Recitals
	Majority Holders
	 	Section 2.1.3
	NASD
	 	Section 2.5(q)
	No-Black-Out Period
	 	Section 2.1.6(b)
	Piggyback Registration
	 	Section 2.2.1
	Records
	 	Section 2.5(xiii)






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	Term	 	Section
	Registration Statement
	 	Recitals
	Required Filing Date
	 	Section 2.1.1(b)
	Seller Affiliates
	 	Section 2.8.1
	Shelf Registration
	 	Section 2.1.2
	Suspension Notice
	 	Section 2.6






     1.3 Rules of Construction. Unless the context otherwise requires




     (1) a term has the meaning assigned to it;




     (2) “or” is not exclusive;




     (3) words in the singular include the plural, and words in the plural include the
singular;




     (4) provisions apply to successive events and transactions; and




     (5) “herein,” “hereof” and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision.



ARTICLE 2




REGISTRATION RIGHTS




     2.1 Demand Registration.




2.1.1 Request for Registration.




(a) Commencing on the date hereof, any Holder or Holders of Registrable Shares shall
have the right to require the Company to file a registration statement on Form S-1,
S-2 or S-3 or any similar or successor to such forms under the Securities Act for a
public offering of all or part of its or their Registrable Shares (a “Demand
Registration”), by delivering to the Company written notice stating that such
right is being exercised, naming, if applicable, the Holders whose Registrable
Shares are to be included in such registration (collectively, the “Demanding
Shareholders”), specifying the number of each such Demanding Shareholder’s
Registrable Shares to be included in such registration and, subject to Section
2.1.3 hereof, describing the intended method of distribution thereof (a
“Demand Request”). The IPO Registration Statement shall not constitute a
Demand Registration for any purpose under this Agreement.




(b) Each Demand Request shall specify the aggregate number of Registrable Shares
proposed to be sold. Subject to Section 2.1.6, the Company shall file the
registration statement in respect of a Demand Registration as soon as practicable
and, in any event, within forty-five (45) days after receiving a Demand Request (the
“Required Filing Date”) and shall use reasonable best efforts to cause the



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same to be declared effective by the SEC as promptly as practicable after such
filing; provided, however, that:




(i) the Company shall not be obligated to effect a Demand Registration
pursuant to Section 2.1.1(a) (A) within 60 days after the effective
date of a previous Demand Registration, other than a Shelf Registration
pursuant to this Article 2, or (B) within 180 days after the
effective date of the IPO Registration Statement;




(ii) the Company shall not be obligated to effect a Demand Registration
pursuant to Section 2.1.1(a) unless the Demand Request is for a
number of Registrable Shares with a market value that is equal to at least
$150 million as of the date of such Demand Request; and




(iii) the Company shall not be obligated to effect pursuant to Section
2.1.1(a) (A) more than two Demand Registrations during the first 12
months following the date hereof or (B) more than three Demand Registrations
during any 12-month period thereafter.




     2.1.2 Shelf Registration. With respect to any Demand Registration, the
Requesting Holders may request the Company to effect a registration of the Common Stock
under a registration statement pursuant to Rule 415 under the Securities Act (or any
successor rule) (a “Shelf Registration”).




     2.1.3 Selection of Underwriters. At the request of Requesting Holders
representing a majority of shares subject to the Demand Registration (“Majority
Holders”), the offering of Registrable Shares pursuant to a Demand Registration shall be
in the form of a “firm commitment” underwritten offering. The Majority Holders shall select
the investment banking firm or firms to manage the underwritten offering, provided that such
selection shall be subject to the consent of the Company, which consent shall not be
unreasonably withheld or delayed. No Holder may participate in any registration pursuant to
Section 2.1.1 unless such Holder (x) agrees to sell such Holder’s Registrable Shares
on the basis provided in any underwriting arrangements described above and (y) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting arrangements;
provided, however, that no such Holder shall be required to make any representations or
warranties in connection with any such registration other than representations and
warranties as to (a) such Holder’s ownership of his or its Registrable Shares to be
transferred free and clear of all liens, claims, and encumbrances, (b) such Holder’s power
and authority to effect such transfer, and (c) such matters pertaining to compliance with
securities laws as may be reasonably requested; provided, further, however, that the
obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall
be several, not joint and several, among such Holders selling Registrable Shares, and the
liability of each such Holder will be in proportion thereto, and provided, further, that
such liability will be limited to the net amount received by such Holder from the sale of
his or its Registrable Shares pursuant to such registration.



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     2.1.4 Rights of Nonrequesting Holders. Upon receipt of any Demand Request, the
Company shall promptly (but in any event within ten (10) days) give written notice of such
proposed Demand Registration to all other Holders, who shall have the right, exercisable by
written notice to the Company within twenty (20) days of their receipt of the Company’s
notice, to elect to include in such Demand Registration such portion of their Registrable
Shares as they may request. All Holders requesting to have their Registrable Shares
included in a Demand Registration in accordance with the preceding sentence shall be deemed
to be “Requesting Holders” for purposes of this Section 2.1.




     2.1.5 Priority on Demand Registrations. No securities to be sold for the
account of any Person (including the Company) other than a Requesting Holder shall be
included in a Demand Registration unless the managing underwriter or underwriters shall
advise the Requesting Holders in writing that the inclusion of such securities will not
adversely affect the price, timing or distribution of the offering or otherwise adversely
affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter
or underwriters shall advise the Requesting Holders that, even after exclusion of all
securities of other Persons pursuant to the immediately preceding sentence, the amount of
Registrable Shares proposed to be included in such Demand Registration by Requesting Holders
is sufficiently large to cause an Adverse Effect, the Registrable Shares of the Requesting
Holders to be included in such Demand Registration shall equal the number of shares which
the Requesting Holders are so advised can be sold in such offering without an Adverse Effect
and such shares shall be allocated pro rata among the Requesting Holders on the basis of the
number of Registrable Shares requested to be included in such registration by each such
Requesting Holder.




     2.1.6 Deferral of Filing.




(a) The Company may defer the filing (but not the preparation) of a registration
statement required by Section 2.1 until a date not later than ninety (90)
days after the Required Filing Date if (i) at the time the Company receives the
Demand Request, the Company or any of its Subsidiaries are engaged in confidential
negotiations or other confidential business activities, disclosure of which would be
required in such registration statement (but would not be required if such
registration statement were not filed), and the board of directors of the Company or
a committee of the board of directors of the Company determines in good faith that
such disclosure would be materially detrimental to the Company and its shareholders,
or (ii) prior to receiving the Demand Request, the Company had determined to effect
a registered underwritten public offering of the Company’s securities for the
Company’s account and the Company had taken substantial steps (including, but not
limited to, selecting a managing underwriter for such offering) and is proceeding
with reasonable diligence to effect such offering. A deferral of the filing of a
registration statement pursuant to this Section 2.1.6 shall be lifted, and
the requested registration statement shall be filed immediately, if, in the case of
a deferral pursuant to clause (i) of the preceding sentence, the negotiations or
other activities are disclosed or terminated, or, in the case of a deferral pursuant
to clause (ii) of the preceding sentence, the proposed registration for the
Company’s account is abandoned. In order to defer the filing



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of a registration statement pursuant to this Section 2.1.6, the Company
shall promptly (but in any event within ten (10) days), upon determining to seek
such deferral, deliver to each Requesting Holder a certificate signed by an
executive officer of the Company stating that the Company is deferring such filing
pursuant to this Section 2.1.6 and a general statement of the reason for
such deferral and an approximation of the anticipated delay. Within twenty (20)
days after receiving such certificate, the Majority Holders for which registration
was previously requested may withdraw such Demand Request by giving notice to the
Company; if withdrawn, the Demand Request shall be deemed not to have been made for
all purposes of this Agreement. The Company may defer the filing of a particular
registration statement pursuant to this Section 2.1.6(a) only once.




(b) Notwithstanding Section 2.1.6(a), with respect to two Demand
Registrations only, if Helix or any Affiliate thereof makes a request for any such
Demand Registration, the Company shall not have the right under Section
2.1.6(a) to defer the filing of such registration or to not file such
registration statement during the period from and including the date of this
Agreement through and including the second anniversary thereof (the
“No-Black-Out Period”).



     2.2 Piggyback Registrations.




     2.2.1 Right to Piggyback. Each time the Company proposes to register any of
its equity securities (other than pursuant to an Excluded Registration or the IPO
Registration) under the Securities Act for sale to the public (whether for the account of
the Company or the account of any security holder of the Company) (a “Piggyback
Registration”), the Company shall give prompt written notice to each Holder of
Registrable Shares (which notice shall be given not less than twenty (20) days prior to the
anticipated filing date of the Company’s registration statement), which notice shall offer
each such Holder the opportunity to include any or all of its Registrable Shares in such
registration statement, subject to the limitations contained in Section 2.2.2
hereof. Each Holder who desires to have its Registrable Shares included in such
registration statement shall so advise the Company in writing (stating the number of shares
desired to be registered) within ten (10) days after the date of such notice from the
Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of
such Holder’s Registrable Shares in any registration statement pursuant to this Section
2.2.1 by giving written notice to the Company of such withdrawal. Subject to
Section 2.2.2 below, the Company shall include in such registration statement all
such Registrable Shares so requested to be included therein; provided, however, that the
Company may at any time withdraw or cease proceeding with any such registration if it shall
at the same time withdraw or cease proceeding with the registration of all other equity
securities originally proposed to be registered.




     2.2.2 Priority on Piggyback Registrations.




(a) If a Piggyback Registration is an underwritten offering and was initiated by the
Company, and if the managing underwriter advises the Company that the inclusion of
Registrable Shares requested to be included in the Registration



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Statement would cause an Adverse Effect, the Company shall include in such
registration statement (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Shares requested to be included in such registration, pro
rata among the Holders of such Registrable Shares on the basis of the number of
Registrable Shares owned by each such Holder, and (iii) third, any other securities
requested to be included in such registration. If as a result of the provisions of
this Section 2.2.2(a) any Holder shall not be entitled to include all
Registrable Shares in a registration that such Holder has requested to be so
included, such Holder may withdraw such Holder’s request to include Registrable
Shares in such registration statement.




(b) If a Piggyback Registration is an underwritten offering and was initiated by a
security holder of the Company, and if the managing underwriter advises the Company
that the inclusion of Registrable Shares requested to be included in the
Registration Statement would cause an Adverse Effect, the Company shall include in
such registration statement (i) first, the securities requested to be included
therein by the security holders requesting such registration and the Registrable
Shares requested to be included in such registration, pro rata among the holders of
such securities on the basis of the number of securities owned by each such holder,
and (ii) second, any other securities requested to be included in such registration
(including securities to be sold for the account of the Company). If as a result of
the provisions of this Section 2.2.2(b) any Holder shall not be entitled to
include all Registrable Shares in a registration that such Holder has requested to
be so included, such Holder may withdraw such Holder’s request to include
Registrable Shares in such registration statement.




(c) No Holder may participate in any registration statement in respect of a
Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s
Registrable Shares on the basis provided in any underwriting arrangements approved
by the Company and (y) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents, each in
customary form, reasonably required under the terms of such underwriting
arrangements; provided, however, that no such Holder shall be required to make any
representations or warranties in connection with any such registration other than
representations and warranties as to (i) such Holder’s ownership of his or its
Registrable Shares to be sold or transferred free and clear of all liens, claims,
and encumbrances, (ii) such Holder’s power and authority to effect such transfer,
and (iii) such matters pertaining to compliance with securities laws as may be
reasonably requested; provided, further, however, that the obligation of such Holder
to indemnify pursuant to any such underwriting arrangements shall be several, not
joint and several, among such Holders selling Registrable Shares, and the liability
of each such Holder will be in proportion to, and provided, further, that such
liability will be limited to, the net amount received by such Holder from the sale
of his or its Registrable Shares pursuant to such registration.



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     2.2.3 Selection of Underwriters. If any Piggyback Registration is an
underwritten offering and any of the investment banking firms selected to manage the
offering was not one of the managers of the IPO, any such investment banking firm shall not
administer such offering if the Majority Holders included in such Piggyback Registration are
Helix or Affiliates thereof and such Holders reasonably object thereto.



     2.3 SEC Form S-3. The Company shall use its commercially reasonable best efforts to
cause Demand Registrations to be registered on Form S-3 (or any successor form) once the Company
becomes eligible to use Form S-3, and if the Company is not then eligible under the Securities Act
to use Form S-3, Demand Registrations shall be registered on the form for which the Company then
qualifies. The Company shall use its commercially reasonable best efforts to become eligible to
use Form S-3 and, after becoming eligible to use Form S-3, shall use its commercially reasonable
best efforts to remain so eligible.



     2.4 Holdback Agreements.




     2.4.1 The Company shall not effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable for such
securities, during the seven days prior to and during the 90-day period beginning on the
effective date of any registration statement in connection with a Demand Registration (other
than a Shelf Registration) or a Piggyback Registration, except pursuant to registrations on
Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such
public offering otherwise agree.




     2.4.2 Except with the prior written consent of the Majority Holders of Registrable
Shares, such consent not to be withheld unless any such Holder intends to, or in good faith
believes that it is reasonably likely to, request a Demand Registration that could
reasonably be expected to be in registration or become effective during the No-Black-Out
Period, the Company shall not file during the No-Black-Out Period any registration statement
(except as part of a Demand Registration or pursuant to registrations on Forms S-4 or S-8 or
any successor forms) relating to the public sale or distribution of its equity securities,
or any securities convertible into or exchangeable or exercisable for such securities.




     2.4.3 If any Holders of Registrable Shares notify the Company in writing that they
intend to effect an underwritten sale of Common Stock registered pursuant to a Shelf
Registration pursuant to Article 2 hereof, the Company shall not effect any public
sale or distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for its equity securities, during the 90-day period beginning on
the date such notice is received, except pursuant to registrations on Form S-4 or Form S-8
or any successor form or unless the underwriters managing any such public offering otherwise
agree.



     2.4.4 Each Holder agrees, in the event of an underwritten offering by the Company
(whether for the account of the Company or otherwise), not to offer, sell, contract to sell
or otherwise dispose of any Registrable Securities, or any securities convertible into or
exchangeable or exercisable for such securities, including any sale



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pursuant to Rule 144 under the Securities Act (except as part of such underwritten
offering), during the seven days prior to, and during the 90-day period (or such lesser
period as the lead or managing underwriters may require) beginning on, the effective date of
the registration statement for such underwritten offering (or, in the case of an offering
pursuant to an effective shelf registration statement pursuant to Rule 415, the pricing date
for such underwritten offering).



     2.5 Registration Procedures. Whenever any Holder has requested that any Registrable
Shares be registered pursuant to this Agreement, the Company will use its commercially reasonable
best efforts to effect the registration and the sale of such Registrable Shares in accordance with
the intended method of disposition thereof as promptly as is practicable, and pursuant thereto the
Company will as expeditiously as possible:




(a) prepare and file with the SEC, pursuant to Section 2.1.1(b) with respect
to any Demand Registration, a registration statement on any appropriate form under
the Securities Act with respect to such Registrable Shares and use its commercially
reasonable best efforts to cause such registration statement to become effective,
provided that as far in advance as practicable before filing such registration
statement or any amendment thereto, the Company will furnish to the selling Holders
copies of reasonably complete drafts of all such documents prepared to be filed
(including exhibits), and any such Holder shall have the opportunity to object to
any information contained therein and the Company will make corrections reasonably
requested by such Holder with respect to such information prior to filing any such
registration statement or amendment;




(b) except in the case of a Shelf Registration, prepare and file with the SEC such
amendments, post-effective amendments, and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective for a period of not less than one hundred
eighty (180) days (or such lesser period as is necessary for the underwriters in an
underwritten offering to sell unsold allotments) and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;




(c) in the case of a Shelf Registration, prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Shares subject thereto for a period ending on the
earlier of (x) 24 months after the effective date of such registration statement and
(y) the date on which all the Registrable Shares subject thereto have been sold
pursuant to such registration statement;




(d) furnish to each seller of Registrable Shares and the underwriters of the
securities being registered such number of copies of such registration statement,



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each amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus), any documents incorporated by
reference therein and such other documents as such seller or underwriters may
reasonably request in order to facilitate the disposition of the Registrable Shares
owned by such seller or the sale of such securities by such underwriters (it being
understood that, subject to Section 2.6 and the requirements of the
Securities Act and applicable state securities laws, the Company consents to the use
of the prospectus and any amendment or supplement thereto by each seller and the
underwriters in connection with the offering and sale of the Registrable Shares
covered by the registration statement of which such prospectus, amendment or
supplement is a part);




(e) use its commercially reasonable best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the managing underwriter reasonably requests (or, in the event the
registration statement does not relate to an underwritten offering, as the Majority
Holders may reasonably request); use its commercially reasonable best efforts to
keep each such registration or qualification (or exemption therefrom) effective
during the period in which such registration statement is required to be kept
effective; and do any and all other acts and things which may be reasonably
necessary or advisable to enable each seller to consummate the disposition of the
Registrable Shares owned by such seller in such jurisdictions (provided, however,
that the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph or (ii) consent to general service of process in any such
jurisdiction);




(f) promptly notify each seller and each underwriter and (if requested by any such
Person) confirm such notice in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed and, with respect to a
registration statement or any post-effective amendment, when the same has become
effective, (ii) of the issuance by any state securities or other regulatory
authority of any order suspending the qualification or exemption from qualification
of any of the Registrable Shares under state securities or “blue sky” laws or the
initiation of any proceedings for that purpose, and (iii) of the happening of any
event which makes any statement made in a registration statement or related
prospectus untrue or which requires the making of any changes in such registration
statement, prospectus or documents so that they will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and, as
promptly as practicable thereafter, prepare and file with the SEC and furnish a
supplement or amendment to such prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Shares, such prospectus will not contain any untrue
statement of a material fact or omit a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading;



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(g) permit any selling Holder, which in such Holder’s sole and exclusive judgment,
might reasonably be deemed to be an underwriter or a controlling person of the
Company, to participate in the preparation of such registration or comparable
statement and to require the insertion therein of material, furnished to the Company
in writing, which in the reasonable judgment of such Holder and its counsel should
be included;




(h) make reasonably available members of management of the Company, as selected by
the Majority Holders, for assistance in the selling effort relating to the
Registrable Shares covered by such registration, including, but not limited to, the
participation of such members of the Company’s management in road show
presentations;




(i) otherwise use its commercially reasonable best efforts to comply with all
applicable rules and regulations of the SEC, including the Securities Act and the
Exchange Act and the rules and regulations promulgated thereunder, and make
generally available to the Company’s security holders an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act no later than
thirty (30) days after the end of the twelve (12) month period beginning with the
first day of the Company’s first fiscal quarter commencing after the effective date
of a registration statement, which earnings statement shall cover said twelve (12)
month period, and which requirement will be deemed to be satisfied if the Company
timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the
Exchange Act and otherwise complies with Rule 158 under the Securities Act;




(j) if requested by the managing underwriter or any seller, promptly incorporate in
a prospectus supplement or post-effective amendment such information as the managing
underwriter or any seller reasonably requests to be included therein, including,
without limitation, with respect to the Registrable Shares being sold by such
seller, the purchase price being paid therefor by the underwriters and with respect
to any other terms of the underwritten offering of the Registrable Shares to be sold
in such offering, and promptly make all required filings of such prospectus
supplement or post-effective amendment;




(k) as promptly as practicable after filing with the SEC of any document which is
incorporated by reference into a registration statement (in the form in which it was
incorporated), deliver a copy of each such document to each seller;




(l) cooperate with the sellers and the managing underwriter to facilitate the timely
preparation and delivery of certificates (which shall not bear any restrictive
legends unless required under applicable law) representing securities sold under any
registration statement, and enable such securities to be in such denominations and
registered in such names as the managing underwriter or such sellers may request and
keep available and make available to the Company’s transfer agent prior to the
effectiveness of such registration statement a supply of such certificates;



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(m) promptly make available for inspection by any seller, any underwriter
participating in any disposition pursuant to any registration statement, and any
attorney, accountant or other agent or representative retained by any such seller or
underwriter (collectively, the “Inspectors”), all financial and other
records, pertinent corporate documents and properties of the Company (collectively,
the “Records”), as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors and
employees to supply all information requested by any such Inspector in connection
with such registration statement; provided, however, that, unless the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in the
registration statement or the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, the Company shall
not be required to provide any information under this subparagraph if (i) the
Company believes, after consultation with counsel for the Company, that to do so
would cause the Company to forfeit an attorney-client privilege that was applicable
to such information or (ii) if either (A) the Company has requested and been granted
from the SEC confidential treatment of such information contained in any filing with
the SEC or documents provided supplementally or otherwise or (B) the Company
reasonably determines in good faith that such Records are confidential and so
notifies the Inspectors in writing, unless prior to furnishing any such information
with respect to clause (ii) such Holder of Registrable Shares requesting such
information agrees to enter into a confidentiality agreement in customary form and
subject to customary exceptions; and provided, further, that each Holder of
Registrable Shares agrees that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the Company
and allow the Company, at its expense, to undertake appropriate action and to
prevent disclosure of the Records deemed confidential;




(n) furnish to each seller and underwriter a signed counterpart of (i) an opinion or
opinions of counsel to the Company, and (ii) a comfort letter or comfort letters
from the Company’s independent public accountants, each in customary form and
covering such matters of the type customarily covered by opinions or comfort
letters, as the case may be, as the sellers or managing underwriter reasonably
requests;




(o) cause the Registrable Shares included in any registration statement to be (i)
listed on each securities exchange, if any, on which similar securities issued by
the Company are then listed, or (ii) quoted on the National Association of
Securities Dealers, Inc. Automated Quotation System or the Nasdaq National Market if
similar securities issued by the Company are quoted thereon;




(p) provide a transfer agent and registrar for all Registrable Securities registered
hereunder;




(q) cooperate with each seller and each underwriter participating in the disposition
of such Registrable Shares and their respective counsel in connection



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with any filings required to be made with the National Association of Securities
Dealers, Inc. (“NASD”);




(r) during the period when the prospectus is required to be delivered under the
Securities Act, promptly file all documents required to be filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;




(s) notify each seller of Registrable Shares promptly of any request by the SEC for
the amending or supplementing of such registration statement or prospectus or for
additional information;




(t) enter into such agreements (including underwriting agreements in the managing
underwriter’s customary form) as are customary in connection with an underwritten
registration; and




(u) advise each seller of such Registrable Shares, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for such purpose and promptly use its commercially
reasonable best efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.



     2.6 Suspension of Dispositions. Each Holder agrees by acquisition of any Registrable
Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the
happening of any event of the kind described in Section 2.5(f)(iii) such Holder will
forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies
of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”)
by the Company that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the prospectus, and, if
so directed by the Company, such Holder will deliver to the Company all copies, other than
permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable
Shares current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of registration statements set forth in
Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period
from and including the date of the giving of the Suspension Notice to and including the date when
each seller of Registrable Shares covered by such registration statement shall have received the
copies of the supplemented or amended prospectus or the Advice. The Company shall use its
commercially reasonable best efforts and take such actions as are reasonably necessary to render
the Advice as promptly as practicable.



     2.7 Registration Expenses.




     2.7.1 Demand Registrations. All reasonable, out-of-pocket fees and expenses
incident to any Demand Registration including, without limitation, the Company’s performance
of or compliance with this Article 2, all registration and filing fees, all fees and
expenses associated with filings required to be made with the NASD (including, if



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applicable, the reasonable fees and expenses of any “qualified independent underwriter”
as such term is defined in Schedule E of the Bylaws of the NASD, and of its counsel), as may
be required by the rules and regulations of the NASD, fees and expenses of compliance with
securities or “blue sky” laws (including reasonable fees and disbursements of counsel in
connection with “blue sky” qualifications of the Registrable Shares), rating agency fees,
printing expenses (including expenses of printing certificates for the Registrable Shares in
a form eligible for deposit with Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by a Holder of Registrable Shares), messenger and
delivery expenses, the fees and expenses incurred in connection with any listing or
quotation of the Registrable Shares, fees and expenses of counsel for the Company and its
independent certified public accountants (including the expenses of any special audit or
“cold comfort” letters required by or incident to such performance), and the fees and
expenses of any special experts retained by the Company in connection with such
registration, will be borne by the Holders pro rata on the basis of the number of shares
subject to the Demand Registration whether or not any registration statement becomes
effective, and any underwriting discounts, commissions, or fees attributable to the sale of
the Registrable Shares, will be borne by the Holders pro rata on the basis of the number of
shares so registered and the fees and expenses of any counsel, accountants, or other persons
retained or employed by any Holder will be borne by such Holder.




     2.7.2 Piggyback Registrations. All fees and expenses incident to any Piggyback
Registration including, without limitation, the Company’s performance of or compliance with
this Article 2, all registration and filing fees, all fees and expenses associated
with filings required to be made with the NASD (including, if applicable, the reasonable
fees and expenses of any “qualified independent underwriter” as such term is defined in
Schedule E of the Bylaws of the NASD, and of its counsel), as may be required by the rules
and regulations of the NASD, fees and expenses of compliance with securities or “blue sky”
laws (including reasonable fees and disbursements of counsel in connection with “blue sky”
qualifications of the Registrable Shares), rating agency fees, printing expenses (including
expenses of printing certificates for the Registrable Shares in a form eligible for deposit
with Depository Trust Company and of printing prospectuses), messenger and delivery
expenses, the fees and expenses incurred in connection with any listing or quotation of the
Registrable Shares, fees and expenses of counsel for the Company and its independent
certified public accountants (including the expenses of any special audit or “cold comfort”
letters required by or incident to such performance), the fees and expenses of any special
experts retained by the Company in connection with such registration, and the fees and
expenses of other persons retained by the Company, will be borne by the Company (unless paid
by a security holder that is not a Holder for whose account the registration is being
effected) whether or not any registration statement becomes effective; provided, however,
that any underwriting discounts, commissions, or fees attributable to the sale of the
Registrable Shares will be borne by the Holders pro rata on the basis of the number of
shares so registered and the fees and expenses of any counsel, accountants, or other persons
retained or employed by any Holder will be borne by such Holder.



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     2.8 Indemnification.




     2.8.1 The Company agrees to indemnify and reimburse, to the fullest extent permitted by
law, each seller of Registrable Shares, and each of its employees, advisors, agents,
representatives, partners, officers, and directors and each Person who controls such seller
(within the meaning of the Securities Act or the Exchange Act) and any agent or investment
advisor thereof (collectively, the “Seller Affiliates”) (a) against any and all
losses, claims, damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys’ fees and disbursements except as limited by Section 2.8.3)
based upon, arising out of, related to or resulting from any untrue or alleged untrue
statement of a material fact contained in any registration statement, prospectus, or
preliminary prospectus or any amendment thereof or supplement thereto, or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, (b) against any and all loss, liability, claim, damage,
and expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged untrue
statement or omission, and (c) against any and all costs and expenses (including reasonable
fees and disbursements of counsel) as may be reasonably incurred in investigating,
preparing, or defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon,
arising out of, related to or resulting from any such untrue statement or omission or
alleged untrue statement or omission, or such violation of the Securities Act or Exchange
Act, to the extent that any such expense or cost is not paid under subparagraph (a) or (b)
above; except insofar as any such statements are made in reliance upon and in strict
conformity with information furnished in writing to the Company by such seller or any Seller
Affiliate for use therein or arise from such seller’s or any Seller Affiliate’s failure to
deliver a copy of the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such seller or Seller Affiliate with a sufficient
number of copies of the same. The reimbursements required by this Section 2.8.1
will be made by periodic payments during the course of the investigation or defense, as and
when bills are received or expenses incurred.




     2.8.2 In connection with any registration statement in which a seller of Registrable
Shares is participating, each such seller will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any
such registration statement or prospectus and, to the fullest extent permitted by law, each
such seller will indemnify the Company and each of its employees, advisors, agents,
representatives, partners, officers and directors and each Person who controls the Company
(within the meaning of the Securities Act or the Exchange Act) and any agent or investment
advisor thereof against any and all losses, claims, damages, liabilities, and expenses
(including, without limitation, reasonable attorneys’ fees and disbursements except as
limited by Section 2.8.3) resulting from any untrue statement or alleged untrue
statement of a material fact contained in the registration statement, prospectus, or any
preliminary prospectus or any amendment



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thereof or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or alleged untrue statement or omission or
alleged omission is contained in any information or affidavit so furnished in writing by
such seller or any of its Seller Affiliates specifically for inclusion in the registration
statement; provided that the obligation to indemnify will be several, not joint and several,
among such sellers of Registrable Shares, and the liability of each such seller of
Registrable Shares will be in proportion to, and will be limited to, the net amount received
by such seller from the sale of Registrable Shares pursuant to such registration statement;
provided, however, that such seller of Registrable Shares shall not be liable in any such
case to the extent that prior to the filing of any such registration statement or prospectus
or amendment thereof or supplement thereto, such seller has furnished in writing to the
Company information expressly for use in such registration statement or prospectus or any
amendment thereof or supplement thereto which corrected or made not misleading information
previously furnished to the Company.




     2.8.3 Any Person entitled to indemnification hereunder will (a) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give such notice shall not limit the rights of such Person)
and (b) unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and to participate
in the defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such person unless (x) the indemnifying party has agreed to pay such fees or
expenses, or (y) the indemnifying party shall have failed to assume the defense of such
claim and employ counsel reasonably satisfactory to such person. If such defense is not
assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be
subject to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). If such defense is assumed by
the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not
settle or otherwise compromise the applicable claim unless (1) such settlement or compromise
contains a full and unconditional release of the indemnified party or (2) the indemnified
party otherwise consents in writing. An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim, unless in the reasonable judgment of any indemnified party, a
conflict of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying party shall
be obligated to pay the reasonable fees and disbursements of such additional counsel or
counsels.




     2.8.4 Each party hereto agrees that, if for any reason the indemnification provisions
contemplated by Section 2.8.1 or Section 2.8.2 are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses, claims,



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damages, liabilities, or expenses (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, liabilities, or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the actions which
resulted in the losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying party or
indemnified party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 2.8.4
were determined by pro rata allocation (even if the Holders or any underwriters or all of
them were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in this Section
2.8.4. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or, except as provided in Section
2.8.3, defending any such action or claim. Notwithstanding the provisions of this
Section 2.8.4, no Holder shall be required to contribute an amount greater than the
dollar amount by which the net proceeds received by such Holder with respect to the sale of
any Registrable Shares exceeds the amount of damages which such Holder has otherwise been
required to pay by reason of any and all untrue or alleged untrue statements of material
fact or omissions or alleged omissions of material fact made in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement thereto related
to such sale of Registrable Shares. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Holders’ obligations in this Section 2.8.4 to contribute shall be several in
proportion to the amount of Registrable Shares registered by them and not joint.




     If indemnification is available under this Section 2.8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in Section
2.8.1 and Section 2.8.2 without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration provided for in
this Section 2.8.4 subject, in the case of the Holders, to the limited dollar
amounts set forth in Section 2.8.2.




     2.8.5 The indemnification and contribution provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director, or controlling Person of such indemnified party
and will survive the transfer of securities.



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     2.9 Transfer of Registration Rights. The rights of each Holder under this Agreement
may be assigned to any direct or indirect transferee of a Holder who agrees in writing to be
subject to and bound by all the terms and conditions of this Agreement.



     2.10 Rule 144. The Company will file the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder
(or, if the Company is not required to file such reports, will, upon the request of the Holders,
make publicly available other information) and will take such further action as the Holders may
reasonably request, all to the extent required from time to time to enable the Holders to sell
Common Stock without registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time or
(ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of
any Holder, the Company will deliver to such parties a written statement as to whether it has
complied with such requirements and will, at its expense, immediately upon the request of any such
Holder, deliver to such Holder a certificate, signed by the Company’s principal financial officer,
stating (a) the Company’s name, address and telephone number (including area code), (b) the
Company’s Internal Revenue Service identification number, (c) the Company’s SEC file number, (d)
the number of shares of each class of capital stock outstanding as shown by the most recent report
or statement published by the Company, and (e) whether the Company has filed the reports required
to be filed under the Exchange Act for a period of at least ninety (90) days prior to the date of
such certificate and in addition has filed the most recent annual report required to be filed
thereunder.



     2.11 Preservation of Rights. The Company will not (a) grant any registration rights
to third parties which are more favorable than or inconsistent with the rights granted hereunder or
(b) enter into any agreement, take any action, or permit any change to occur, with respect to its
securities that violates or subordinates the rights expressly granted to the Holders in this
Agreement.



ARTICLE 3

TERMINATION




     3.1 Termination. The Holders may exercise the registration rights granted hereunder
in such manner and proportions as they shall agree among themselves. The registration rights
hereunder shall cease to apply to any particular Registrable Share when: (a) a registration
statement with respect to the sale of such shares of Common Stock shall have become effective under
the Securities Act and such shares of Common Stock shall have been disposed of in accordance with
such registration statement; (b) such shares of Common Stock shall have been sold to the public
pursuant to Rule 144 under the Securities Act (or any successor provision); (c) such shares of
Common Stock shall have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration or qualification of them under the Securities
Act or any similar state law then in force; (d) such shares shall have ceased to be outstanding or
(e) in the case of Registrable Shares held by a Holder that is not Helix or any Affiliate thereof,
such Holder holds less than three percent (3%) of the then outstanding Registrable Shares and such
Registrable Shares are eligible for sale pursuant to Rule 144(k) under the Securities Act (or any
successor provision). This Agreement shall terminate when the



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registration rights hereunder for all Registrable Shares have terminated pursuant to the
previous sentence; provided, however, the provisions of Section 2.7 and Section 2.8 of this
Agreement shall survive any such termination. The Company shall promptly upon the request of any
Holder furnish to such Holder evidence of the number of Registrable Shares then outstanding.




ARTICLE 4

MISCELLANEOUS




     4.1 Notices. All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be given or made (and shall be deemed to have been
duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile
with receipt confirmed (followed by delivery of an original via overnight courier service) or by
registered or certified mail (postage prepaid, return receipt requested) to the respective parties
at the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 4.1):



          If to the Company:





	 	 	 	Cal Dive International, Inc.

400 N. Sam Houston Parkway East, Suite 1000

Houston, Texas 77060

Attention: General Counsel

Fax: (281) 618-0503





          If to Helix:





	 	 	 	Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway East, Suite 400

Houston, Texas 77060

Attention: General Counsel

Fax: (281) 618-0505





          If to any other Holder:





	 	 	 	The address indicated for such Holder in the Company’s stock transfer
records with copies, so long as Helix owns any Registrable Shares, to Helix
as provided above.





     Any notice or communication hereunder shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and five (5) calendar days after mailing if sent by registered or
certified mail (except that a notice of change of address shall not be deemed to have been given
until actually received by the addressee).



     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.



     4.2 Authority. Each of the parties hereto represents to the other that (a) it has the
corporate power and authority to execute, deliver and perform this Agreement, (b) the execution,



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delivery and performance of this Agreement by it has been duly authorized by all necessary
corporate action and no such further action is required, (c) it has duly and validly executed and
delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation,
enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally and general
equity principles.




     4.3 Governing Law. This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of New York irrespective of the choice of laws principles
of the State of New York other than Section 5-1401 of the General Obligations Law of the State of
New York.



     4.4 Successors and Assigns. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and benefit the Company, each Holder, and their respective
successors and assigns.



     4.5 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced under any Law or as a matter of public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated by this Agreement be consummated as originally
contemplated to the greatest extent possible.



     4.6 Remedies. The resolution of any dispute, controversy or claim arising out of, or
relating to, the transactions contemplated by this Agreement, or the validity, interpretation,
breach or termination of any provision of this Agreement shall be governed by the provisions of
Article VII of the Master Agreement.



     4.7 Waivers. The observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively) by the party
entitled to enforce such term, but such waiver shall be effective only if it is in a writing signed
by the party against whom the existence of such waiver is asserted. Unless otherwise expressly
provided in this Agreement, no delay or omission on the part of any party in exercising any right
or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the
part of any party of any right or privilege under this Agreement operate as a waiver of any other
right or privilege under this Agreement nor shall any single or partial exercise of any right or
privilege preclude any other or further exercise thereof or the exercise of any other right or
privilege under this Agreement. No failure by either party to take any action or assert any right
or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of
the continuation or repetition of the circumstances giving rise to such right unless expressly
waived in writing by the party against whom the existence of such waiver is asserted.



     4.8 Amendment. This Agreement may not be amended or modified in any respect except by
a written agreement signed by the Company, Helix (so long as Helix owns any Common Stock) and the
Majority Holders (if other than Helix).



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     4.9 Counterparts. This Agreement may be executed in one or more counterparts, and by
the different parties to each such agreement in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile
or electronic mail shall be as effective as delivery of a manually executed counterpart of any such
Agreement.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed as of the date first written above.



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC.

 	 
	 	By:  	/s/ Martin R. Ferron
 	 
	 	 	Name:  	Martin R. Ferron 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	CAL DIVE INTERNATIONAL, INC.

 	 
	 	By:  	Quinn J. Hébert
 	 
	 	 	Name:  	Quinn J. Hébert 	 
	 	 	Title:  	President and Chief Executive Officer