ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.
THE HOLDER OF SAID SECURITIES AGREES FOR
THE BENEFIT OF THE ISSUER THAT (A) SAID SECURITIES MAY BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUER THEREOF, (II) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
1
RULE I44 THEREUNDER (IF AVAILABLE), (III) TO AN ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
SAID SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A
PURCHASE AGREEMENT, DATED AS OF OCTOBER
, 2004, AMONG HORIZON OFFSHORE, INC.
(THE "COMPANY") AND THE PURCHASERS LISTED ON THE SIGNATURE PAGES THEREOF, AND A
REGISTRATION RIGHTS AGREEMENT, DATED AS OF OCTOBER
, 2004, AMONG THE COMPANY
AND THE PURCHASERS LISTED ON THE SIGNATURE PAGES THEREOF, COPIES OF EACH OF
WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE
SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE
AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID
AGREEMENTS SHALL BE INVALID.
(b)
Any legend required by applicable state
law.
5.
Please issue a certificate or certificates representing said Shares in
the name of the undersigned.
[Name of Holder]
6.
Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned.
[Name of Holder]
[Signature]
2
EXHIBIT C
FORM OF
REGISTRATION RIGHTS AGREEMENT
AMONG
HORIZON OFFSHORE, INC.
AND
THE PURCHASERS LISTED ON
THE SIGNATURE PAGES HEREOF
Dated as of ___________, 200___
TABLE OF CONTENTS
Page
SECTION 1.
Definitions.
1
SECTION 2.
Registration of Securities by the Company.
4
SECTION 3.
Registration Expenses.
12
SECTION 4.
Conditions to Registration.
13
SECTION 5.
Indemnification.
14
SECTION 6.
Exchange Act Registration; Rule 144 Reporting.
17
SECTION 7.
Limitation on Registration Rights of Others.
18
SECTION 8.
Mergers, etc.
18
SECTION 9.
Notices, etc.
19
SECTION 10.
Entire Agreement.
19
SECTION 11.
Amendments; Waivers and Further Agreements.
19
SECTION 12.
Assignment; Successors and Assigns.
20
SECTION 13.
Severability.
20
SECTION 14.
Counterparts.
20
SECTION 15.
Gender; Usage.
20
SECTION 16.
Governing Law.
21
SECTION 17.
Survival.
21
SECTION 18.
Expenses.
21
SECTION 19.
Specific Performance.
21
i
FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of
, 200
by and among HORIZON OFFSHORE, INC., a Delaware
corporation (the "Company"), and the purchasers listed on the signature pages
hereof (collectively, the "Purchasers").
W I T N E S S E T H:
RECITALS.