UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SAID SECURITIES MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE 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 RULE 144 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.
Certificate No.
WARRANT
, 20
To Purchase _________ Shares of Common Stock of
Horizon Offshore, Inc. (the "Company")
1. Number of Shares; Exercise Price; Term. This certifies that
("Holder") is entitled, upon
the terms and other conditions set forth herein, to acquire from the Company, in
whole or in part, from time to time up to
fully paid and
nonassessable shares (the "Shares") of common stock, $
par value per share,
of the Company ("Common Stock") at a purchase price per Share (the "Exercise
Price") equal to $[.
], subject to adjustment as set forth below. The right
to purchase the shares of Common Stock under this Warrant is exercisable
immediately and shall remain exercisable until [insert the fifth anniversary of
the issue date] (the "Exercise Period").
2. Exercise of Warrant. The purchase rights represented by this
Warrant are exercisable by the Holder, in whole or in part, at any time during
the Exercise Period by the surrender of this Warrant and the Notice of Exercise
annexed hereto, all duly completed and executed on behalf of the Holder, at the
office of the Company as set forth below the Company's signature hereon (or such
other office or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books of the
Company). Payment of