Form of Purchase Agreement

The entity listed under “UNDERSIGNED” on the signature page hereto (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is selling Notes (as defined below) hereunder, a “Holder”), enters into this Purchase Agreement (the “Agreement”) with Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), on December [●], 2023 whereby the Company will purchase from each Holder (the “Purchase”), the aggregate principal amount of the Company’s existing 6.75% Convertible Senior Notes due 2026 (the “Notes”) for the cash payment as set forth on Exhibit A hereto.

On and subject to the terms and conditions set forth in this Agreement, the parties hereto agree as follows:

On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined herein), the Undersigned hereby agrees to cause each Holder to sell and deliver to the Company the aggregate principal amount of Notes set forth on Exhibit A (the “Purchased Notes”), and in exchange therefor the Company hereby agrees to pay to each Holder the cash amount as set forth on Exhibit A (“Purchase Cash”).

The closing of the Purchase (the “Closing”) shall occur on December [●], 2023, or such later date as mutually agreed in writing by the parties hereto (the “Closing Date”). At the Closing, (a) each Holder shall deliver or cause to be delivered to the Company all right, title and interest in and to its Purchased Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Purchased Notes free and clear of any Liens, and (b) the Company shall deliver to each Holder the Purchase Cash as set forth on Exhibit A hereto (or, if there are no Accounts, the Company shall deliver to the Undersigned, as the sole Holder, such Purchase Cash). For the avoidance of doubt, in the event of any delay in the Closing, the Company will not be obligated to make any separate cash payment pursuant to this Agreement in respect of interest, if any, accrued and unpaid from and after the Closing Date for the Purchased Notes. Instead, such amounts will be deemed to be satisfied by the purchase by the Company of the Purchased Notes for the Purchase Cash. Delivery of the Purchased Notes shall be effected via one-sided Deposit/Withdrawal at Custodian (DWAC) pursuant to the instructions set forth in Exhibit B hereto (it being understood that posting such request on any date before the Closing Date will result in such request expiring unaccepted at the close of business on such date, and such Holder will need to repost such withdrawal request on the Closing Date). All questions as to the form of all documents and the validity and acceptance of the Purchased Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding.

Not later than the business day after the date hereof, the Undersigned shall deliver in writing to the Company the requisite DTC Participant Information and wire instructions for each Holder set forth in Exhibit B hereto. The Undersigned, each Holder and the Company agree that no Holder shall deliver a Conversion Notice with respect to any Purchased Notes and each Holder shall hold the Purchased Notes until the Closing.

The Undersigned hereby covenants as follows, and makes the following representations and warranties on its own behalf and where specified below, on behalf of each Holder, each of which is and shall be true and correct on the date hereof and at the Closing, to the Company and J. Wood Capital Advisors LLC (“JWCA”), and all such covenants, representations and warranties shall survive the Closing.

Section 2.1    Power and Authorization. Each of the Undersigned and each Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The Undersigned has the power, authority and capacity to execute and deliver this Agreement. Each of the Undersigned, on behalf of itself and each Holder, and each Holder has the power, authority and capacity to perform its obligations hereunder, and to consummate the Purchase contemplated hereby. If the Undersigned is executing this Agreement on behalf of Accounts, (a) the Undersigned has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and bind, each Account, and (b) Exhibit A hereto is a true, correct and complete list of (i) the name of each Account, and (ii) the principal amount of such Account’s Notes. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Undersigned, on behalf of itself and each Holder, or the Holders of this Agreement and the consummation of the Purchase contemplated hereby.

Section 2.2     Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a valid and legally binding obligation of the Undersigned and each Holder, enforceable against the Undersigned and each Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions escribed in clauses (a) and (b), the “Enforceability Exceptions”). This Agreement and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the applicable Holder’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or the applicable Holder is a party or by which the Undersigned or the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the applicable Holder, except in the case of clause (iii), where such violations, conflicts, breaches or defaults would not affect the Undersigned’s or the applicable Holder’s ability to consummate the transactions contemplated hereby.

Section 2.3     Title to the Purchased Notes. Each Holder is the sole legal and beneficial owner of the Purchased Notes set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Purchased Notes). Each Holder has good, valid and marketable title to its Purchased Notes, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, which will be terminated prior to Closing). Each Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged, submitted for conversion pursuant to the respective Indenture or otherwise disposed of any of its rights, title or interest in or to its Purchased Notes, or (b) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Purchased Notes. Upon each Holder’s delivery of its Purchased Notes to the Company pursuant to the Purchase, the Company will acquire good, marketable and unencumbered title to such Purchased Notes, free and clear of all Liens.

Section 2.4    Adequate Information; No Reliance; No Pressure.  The Undersigned and each Holder acknowledges and agrees that (a) it has been furnished with all materials it considers relevant to making its decision to enter into the Purchase and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission, including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Public Filings”) and (ii) this Agreement (including the exhibits thereto) (collectively, the “Materials”), (b) it has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain from the Company any information that it considers necessary in making an informed decision with respect to the Purchase and to verify the accuracy of the information set forth in the Public Filings and the other Materials, (c) it has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed decision with respect to the Purchase, (d) it is experienced, sophisticated and knowledgeable in the trading of securities and is able to fend for itself in the Purchase, (e) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives or any other entity or person, including JWCA, except for the representations and warranties made by the Company in this Agreement, (f) it had a sufficient amount of time to consider whether to participate in the Purchase and that neither the Company nor JWCA has placed any pressure on it to respond to the opportunity to participate in the Purchase and (g) the terms of the Purchase are the result of bilateral negotiations between the parties, and the Undersigned and each of the Holders was given a meaningful opportunity to negotiate the terms of the Purchase.

Section 2.5   No Reliance.  The Undesigned and each Holder acknowledges and agrees that JWCA has not acted as a financial advisor or fiduciary to the Undesigned or Holders and that JWCA and its directors, officers, employees, representatives and controlling persons have no responsibility for making, and have not made, any independent investigation of the information contained herein or in the Company’s SEC filings and make no representation or warranty to the Undesigned and Holders, express or implied, with respect to the Company or the Purchased Notes or the accuracy, completeness or adequacy of the information provided to the Undesigned or Holders or any other publicly available information, nor shall any of the foregoing persons be liable for any loss or damages of any kind resulting from the use of the information contained therein or otherwise supplied to the Undesigned or Holders.

Section 2.6    Information. The Undesigned and each Holder acknowledges and understands that as of the date of this Agreement and at the time of the Closing, the Company may be in possession of material non-public information not known to the Undesigned or Holders that may impact the value of the Purchased Notes (“Information”) that the Company has not disclosed to the Undesigned and Holders. The Undesigned and each Holder represents, warrants and agrees that it has not relied upon the non-disclosure of any such Information for purposes of making its decision to participate in the Purchase.  The Undesigned and each Holder understands, based on its experience, the disadvantage to which the Undesigned and Holders are subject due to the disparity of information between the Company, on the one hand, and the Undesigned and each Holder, on the other hand. Notwithstanding this, the Undesigned and each Holder has deemed it appropriate to participate in the Purchase. The Undersigned and each Holder agrees that neither the Company nor JWCA and their respective directors, officers, employees, agents, stockholders and affiliates shall have any liability to the Undesigned and Holders or their respective beneficiaries whatsoever due to or in connection with the Company’s use or non-disclosure of the Information, and the Undesigned and each Holder hereby irrevocably waives any claim that it might have based on the failure of the Company to disclose the Information.

Section 2.7    Withholding; Required Tax Forms.  The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as may be required (as determined by the Company in good faith) to be deducted or withheld under applicable law. Without limiting the generality of the foregoing, in the event that any Holder:

(a) is a “United States person” (as defined in Section 7701(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), such Holder shall deliver to the Company, at least two (2) business days prior to Closing, an accurately completed and duly executed IRS Form W-9 certifying that such Holder is exempt from backup withholding or

(b) is not a “United States person” (as defined in Section 7701(a) of the Code), such Holder shall deliver to the Company, at least two (2) business days prior to Closing, either

(i) in the case of such a Holder that is the beneficial owner of the Notes, (A) a completed and duly executed IRS Form W-8BEN, IRS Form W-8ECI or W-8BEN-E, as applicable, attesting to such Holder’s foreign status and certain other information, including information establishing any exemption from withholding under Sections 1471 through 1474 of the Code (the “Foreign Attestations”) and (B) a Form of Tax Certificate, if applicable, substantially in the form of Exhibit C or

(ii) in the case of such a Holder that is not the beneficial owner of the Notes, (A) a completed and duly executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members: (x) an IRS Form W-8BEN, IRS Form W-8ECI or IRS Form W-8BEN-E, as applicable, attesting to the Foreign Attestations or an IRS Form W-9, or (y) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN, IRS Form W-8ECI or IRS Form W-8BEN-E, as applicable, attesting to the Foreign Attestations or an IRS Form W-9, and (z) a Form of Tax Certificate, if applicable, substantially in the form of Exhibit C.

To the extent any amounts are withheld and remitted to the appropriate taxing authority (including, for the avoidance of doubt, due to the failure of a Holder to comply with the obligations set forth in this Section 2.7), such amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Holder to whom such amounts otherwise would have been paid. If the Company or its agents had a duty to withhold taxes or other amounts under applicable law in connection with any payment or delivery made to the applicable Holder under this Agreement due to the failure of such Holder to provide the properly completed tax forms under this Section 2.7, but the Company or its agent failed to withhold and such taxes or other amounts were assessed against and paid by the Company or its agent, then such Holder will indemnify and hold harmless the Company or its agent, as applicable, from and against such taxes or other amounts (including interest and penalties). Any forms, certificates and other documents required to be delivered to the Company pursuant to this Section 2.7 shall be delivered via electronic mail to each of the individuals named below at the address indicated next to such individual’s name at least two (2) business days prior to Closing:

Section 2.8    Full Satisfaction of Obligations under the Notes.  Each of the Undersigned and Holders acknowledges that upon payment of the Purchase Cash to such Holder, the obligations of the Company to such Holder under the Purchased Notes will have been satisfied in full.

Section 2.9    Further Action. The Undersigned agrees that the Undersigned shall and shall cause each Holder to promptly execute and deliver such further agreements and instruments and take such further actions, as the Company may reasonably request in order to carry out the purposes and intent of this Agreement.

Section 2.10  Advisory Fee; No Other Brokers. The Undersigned acknowledges the Company intends to pay an advisory fee to JWCA.  No broker, investment banker, finder or other person has been retained by or authorized to act on behalf of the Undersigned or any Holder in connection with the transactions contemplated hereby, and no commission or other remuneration has been paid or given directly or indirectly by or on behalf of the Investor in connection therewith.

Section 2.11   Status. The Undersigned and each Holder is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The Undersigned agrees to furnish any additional information regarding the Undersigned or any Holder reasonably requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Purchase.

The Company hereby makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing (except those representations and warranties that address matters only as of a particular date, which shall be true and correct as of such date), and all such representations and warranties shall survive the Closing.

Section 3.1  Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Purchase contemplated hereby. No material consent, approval, order or authorization of, or material registration or declaration with, any governmental entity is required on the part of the Company in connection with the execution, delivery and performance by it of this Agreement and the consummation by the Company of the transactions contemplated hereby, except as may be required under any state or federal securities laws or that may be obtained after the Closing without penalty or such that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole.

Section 3.2    Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (a) the certificate of incorporation, by-laws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) or (c), where such violations, conflicts, breaches or defaults would not affect in any material respect the Company’s ability to consummate the transactions contemplated hereby.

Section 3.3    Disclosure. At or prior to 9:00 a.m., New York City time, on the first business day after the date hereof, the Company shall file with the Commission a current report on Form 8-K announcing the Purchase, which current report the Company acknowledges and agrees will disclose all confidential information (as described in the Wall Cross Email) to the extent the Company believes such confidential information constitutes material non-public information, if any, with respect to the Purchase or otherwise communicated by the Company to the Investor in connection with the Purchase.

Section 4.1    Entire Agreement. This Agreement and any documents and agreements executed in connection with the Purchase embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

Section 4.2    Assignment; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns. No person shall assign this Agreement nor any rights, remedies, obligations or liabilities hereunder or by reason hereof or, in the case of the Holders, any of the Purchased Notes held by such Holders, without the prior written consent of the Company (in the case of assignment by the Undersigned or any Holder) or the applicable Holders (in the case of assignment by the Company). This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the Company and the Undersigned.

Section 4.3   Governing Law; WAIVER OF JURY TRIAL. This Agreement, its negotiation and any related disputes shall in all respects be construed in accordance with and governed by the substantive laws of the State of New York, without reference to its choice of law rules. EACH OF THE COMPANY AND THE UNDERSIGNED (ON BEHALF OF ITSELF AND THE HOLDERS) IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 4.4    Jurisdiction. Each party hereto hereby submits to the exclusive jurisdiction of any New York State court or Federal court sitting in the Borough of Manhattan in New York City in respect of any such suit, action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement (in each case, an “Action”), agrees not to commence any such Action except in such courts, and irrevocably agrees that all claims in respect of any such Action and the transactions contemplated hereby or the actions of the parties in the negotiation, performance or enforcement hereof may be heard and determined in such court (and any appellate court thereof).

Section 4.5     Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile or any standard form of telecommunication or e-mail shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

Section 4.6     Third Party Beneficiaries. This Agreement is also intended for the immediate benefit of JWCA. JWCA may rely on the provisions of this Agreement, including, but not limited to, the respective covenants, representations and warranties of the Undersigned, the Holders and the Company. The Undersigned, for itself and on behalf of each Holder, agrees that JWCA shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Undersigned or any Holder for or in connection with the Repurchase, except for any such liability for losses, claims, damages or liabilities (or fees or expenses relating thereto) incurred by the Undersigned or any Holder that are finally judicially determined to have resulted from the bad faith or gross negligence of JWCA.

Section 4.8     Severability.  If any term or provision of this Agreement (in whole or in part) is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 4.9    Survival.  The representations and warranties of the Company or the Undersigned contained in this Agreement or made by or on behalf of the Holders pursuant to this Agreement shall survive the consummation of the transactions contemplated hereby.

Section 4.10  Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

Section 4.11 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Company and the Undersigned and their respective heirs, legal representatives, successors and assigns. This Agreement constitutes the entire agreement between the Company, the Undersigned and each Holder with respect to the subject matters hereof. This Agreement may be executed by one or more of the parties hereto in any number of separate counterparts (including by facsimile or other electronic means, including telecopy, email or otherwise), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by facsimile or other transmission (e.g., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

Attached are Purchase Procedures for the purchase 6.75% Convertible Senior Notes due 2026, CUSIP 42330P AK3 (the “2026 Notes”) of Helix Energy Solutions Group, Inc. (the “Company”), for the Purchase Cash (as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about December [●], 2023.  To ensure timely settlement, please follow the instructions as set forth below.

On December [●], 2023, after the Company receives your delivery instructions as set forth above and a withdrawal request in respect of the 2026 Notes has been posted as specified above, and subject to the satisfaction of the conditions to Closing as set forth in the Agreement, the Company will deliver the applicable amount of Purchase Cash in respect of the 2026 Notes in accordance with the delivery instructions above and the Agreement.

Reference is made to the Purchase Agreement, dated as of December [●], 2023, by and between [●], for itself and on behalf of the beneficial owners listed on Exhibit A thereto,  and Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”) (the “Agreement”). Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [●] (the “Non-U.S. Holder”) is providing this certificate pursuant to Section 2.7 of the Agreement.  The Non-U.S. Holder hereby represents and warrants that:

For purposes of the foregoing representations numbered 2, 3 and 4, if the Non-U.S. Holder provided the Company with an IRS Form W-8IMY, then references to the “Non-U.S. Holder” shall be deemed to also include the Non-U.S. Holder’s direct or indirect partners/members.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.