13D Filing: Raging Capital Management and Gulfmark Offshore Inc (GLF)

Backstop Commitment Agreement

On May 15, 2017, the
Issuer and certain of the Noteholders, including the Raging Funds, entered into the Backstop Commitment Agreement pursuant to which
the Commitment Parties agreed to backstop the Rights Offering (the “Backstop Commitments”). Pursuant to the terms of
the Backstop Commitment Agreement, each of the Commitment Parties, severally and not jointly, agreed to fully participate in the
Rights Offering and purchase the Reorganized GulfMark Equity in accordance with the percentages set forth in the Backstop Commitment
Agreement to the extent unsubscribed under the Rights Offering. The Backstop Commitment Agreement also provides that, to compensate
the Commitment Parties for the risk of their undertakings and as consideration for the Backstop Commitments, the Issuer will pay
the Commitment Parties, subject to approval by the Bankruptcy Court, in the aggregate, on the Effective Date, a backstop commitment
premium in an amount equal to $7,500,000 in the form of Reorganized GulfMark Equity.

The Backstop Commitment
Agreement is terminable by the Issuer and/or the Requisite Commitment Parties (as defined in the Backstop Commitment Agreement)
under several conditions, including failure to achieve certain milestones or the termination of the RSA. The Issuer will also be
required to pay a termination fee in the amount of $7,500,000 in cash to the Commitment Parties if the Backstop Commitment Agreement
is terminated for certain events.

The foregoing description
of the Backstop Commitment Agreement does not purport to be complete and is qualified in its entirety by reference to the Backstop
Commitment Agreement, a copy of which is referenced as an exhibit hereto and is incorporated herein by reference.

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 27,149,480 Shares outstanding as of May
9, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2017.

As of the close of
business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 5,113,155 Shares,
constituting approximately 18.8% of the Shares outstanding, held by the Raging Funds by virtue of their relationships with the
Raging Funds discussed in further detail in Item 2.

As of the close of
business on the date hereof, William C. Martin directly owned 20,000 Shares, which, together with the 5,113,155 Shares held by
the Raging Funds that Mr. Martin may also be deemed to beneficially own, constitutes approximately 18.9% of the Shares outstanding.