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

Page 7 of 8 – SEC Filing

Each of the
Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities
of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer
he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of
the Issuer reported herein that he or it does not directly own. Without limiting the foregoing sentence, the Raging Funds specifically
disclaim beneficial ownership of the securities of the Issuer held by them by virtue of their inability to vote or dispose of
such securities as a result of the IMA.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

Reference is made
to the RSA and Backstop Commitment Agreement (as defined and described in Item 4).

The Raging Funds own
$85,179,000 principal amount of the Senior Notes.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add
the following exhibits:

Exhibit No. Description
99.1 Restructuring Support Agreement, dated May 15, 2017, among the Issuer and certain holders, including the Raging Funds, of the Senior Notes (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on May 16, 2017).
99.2 Backstop Commitment Agreement, dated May 15, 2017, among the Issuer and certain holders, including the Raging Funds, of the Senior Notes (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer on May 16, 2017).
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