Exhibit 10.7

 

EXECUTION VERSION

 

FOURTH AMENDED AND RESTATED
TRADE NAME AND TRADEMARK LICENSE AGREEMENT

 

This Fourth Amended and Restated Trade Name and Trademark License Agreement (this “Agreement”) is executed as of April 23, 2026 and is effective as of the Closing, as defined in that certain the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Helix Energy Solutions Group, Inc. (“Helix”), Hornbeck Offshore Services Inc. and the other parties thereto (the “Commencement Date”), and entered into by and between HFR, LLC, a Texas Limited Liability Company (“Licensor”), and Hornbeck Offshore Operators, LLC, a Delaware Limited Liability Company (“Licensee”). Licensee and Licensor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

 

This Agreement may be executed in two (2) or more counterparts on different dates but each shall be deemed an original, and all of which together shall constitute one and the same instrument. As used herein, the word “Affiliate” shall mean any entity, which controls, is controlled by, or is under common control with another entity, provided that, for the purposes of this Agreement, the term “Affiliate,” when used with respect to Licensee, shall mean New Parent and the entities that are directly or indirectly controlled by New Parent. “New Parent” means the entity defined as “Parent” in the Merger Agreement. An entity is deemed to control another if it owns directly or indirectly at least fifty percent (50%) of (i) the shares entitled to vote at a general election of directors or other equivalent governing persons of such other entity, (ii) the voting interest in such other entity if such other entity does not have either shares or directors; or (iii) the entity’s financial statements are required by applicable regulations or accounting standards to be consolidated with the other entity for financial reporting purposes and are so consolidated.

 

WHEREAS, pursuant to (i) that certain Trade Name and Trademark License Agreement effective as of June 4, 1997 between Larry D. Hornbeck, on the one hand, and TODD HORNBECK and TROY HORNBECK, on the other hand, (ii) that certain Trade Name and Trademark License Agreement effective as of June 4, 1997 between TODD HORNBECK and TROY HORNBECK, on the one hand, and Hornbeck Offshore Services, Inc., on the other hand, (iii) that certain Assignment of Trade Names and Trademarks effective as of June 5, 1998 between Larry D. Hornbeck, on the one hand, and TODD HORNBECK and TROY HORNBECK, on the other hand, (iv) that certain Addendum to Trade Name and Trademark License Agreement effective as of June 5, 1998, by and between TODD HORNBECK and TROY HORNBECK, on the one hand, and Hornbeck Offshore Services, Inc., on the other hand, (v) that certain Amended and Restated Trade Name and Trademark License Agreement effective as of May 6, 2007, by and between TODD HORNBECK and TROY HORNBECK, on the one hand, and Licensee, on the other hand, (vi) that certain Assignment of Trademarks effective as of July 17, 2012 between TODD HORNBECK and TROY HORNBECK, on the one hand, and Licensor, on the other hand, (vii) that certain Second Amended and Restated Trade Name and Trademark License Agreement effective as of September 28, 2012, by and between Licensor and Licensee, (vii) that certain Addendum to Assignment of Trademarks effective as of March 29, 2020 between TODD HORNBECK and TROY HORNBECK, on the one hand, and Licensor, on the other hand, (viii) that certain Acknowledgement and Agreement effective as of March 29, 2020 among Hornbeck Offshore Services, LLC, Licensee, and Licensor, and (ix) that certain Third Amended and Restated Trade Name and Trademark License Agreement effective as of September 4, 2020 by and between Licensor and Licensee (the “2020 License Agreement”) (the agreements described in the foregoing (i) through (ix), collectively, the “Prior Agreements”), Licensor or its predecessor in interest has acquired the right and license to use, and to sublicense to others to use, the following trade names and trademarks: (1) HORNBECK, (2) HORNBECK OFFSHORE, (3) HORNBECK OFFSHORE SERVICES, (4) HOS, (5) HOSS, (6) HOSMAX, (7) logos in the style of a horse’s head, examples of which are attached as Exhibit “D”, and variations thereof (collectively “Common Law Marks”), all as utilized by Licensor, or by its predecessors in interest, in the identification, promotion, advertising, marketing, and operating of its various offshore marine services;

 

 

WHEREAS, pursuant to that certain Assignment of Trade Names and Trademarks effective as of June 5, 1998 and between Larry D. Hornbeck, as Assignor, and TODD HORNBECK and TROY HORNBECK, as Assignees, acquired the assignment of the Common Law Marks, all as utilized by Licensor, or by its predecessors in interest, in the identification, promotion, advertising, marketing, and operating of its various offshore marine services;

 

WHEREAS, Licensor is the owner of the registered trademarks, service marks, domain names, icons and logos, and applications for any of the foregoing, that consist of, incorporate, use, are similar to, or are a variation, derivation or acronym of, the Hornbeck name, including (1) HORNBECK, (2) HORNBECK OFFSHORE, (3) HORNBECK OFFSHORE SERVICES, (4) HOS, (5) HOSS, (6) HOSMAX, and (7) logos in the style of a horse’s head, examples of which are attached as Exhibit “D” (alone or with other word and/or design elements), including the trademarks identified in Exhibit “A” and goodwill associated therewith, in each case solely as used in connection with the Business on the date hereof, other than to the extent the same is used as of the date hereof solely for use as part of the Hornbeck family ranch (collectively, the “Registered Marks”);

 

WHEREAS, Licensor or its predecessor in interest owns certain trade names, including those identified in Exhibit “B” and goodwill associated therewith (the “Trade Names”);

 

WHEREAS, Licensor is desirous of protecting the goodwill associated with the Common Law Marks and Registered Marks, to prevent dilution of the Common Law Marks and Registered Marks, and to prevent customer confusion as to the source of goods and services associated with the Common Law Marks and Registered Marks;

 

WHEREAS, Licensee desires to use certain trademarks or service marks that incorporate the Common Law Marks and the Registered Marks, and may wish to adopt additional marks in the future which compromise or contain the words or symbols (1) HORNBECK, (2) HORNBECK OFFSHORE, (3) HORNBECK OFFSHORE SERVICES, (4) HOS, (5) HOSS, (6) HOSMAX, and (7) logos in the style of a horse’s head, examples of which are attached as Exhibit “D” (alone or with other word and/or design elements), which are derived from the Common Law Marks and the Registered Marks (the “Additional Marks”);

 

WHEREAS, Licensee desires to secure an exclusive right and license to use the Common Law Marks, Registered Marks, Additional Marks and Trade Names in connection with the identification of Licensee’s business interests located within the territory defined in Exhibit “C” (the “Territory”); and

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WHEREAS, Licensor is willing to grant Licensee a license under the terms and conditions set forth below.

 

NOW, THEREFORE, intending to be legally bound, for valuable consideration, including the License Fee (as defined below), the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

Article 1
Grant of License

 

1.1  License of Trademarks. Licensor hereby grants to Licensee an exclusive, transferable (subject to Section 8.3) license to use, and to sublicense to others to use as limited herein, the Common Law Marks, Registered Marks, and Additional Marks (the “Licensed Marks”) to identify, promote, advertise, market, sell, provide, operate, merchandise and otherwise commercialize any and all goods and services of Licensee and its Affiliates in the business of providing the services of offshore supply vessels, or offshore service vessels (including, without limitation, crew boats, fast supply vessels, multi-purpose support vessels, flotels, services to Military Sealift Command, construction vessels, anchor handling towing supply vessels, tugs, double hulled tank barges and double hulled tankers or other complementary offshore marine vessels) or any other marine vessel business, including any logistics services related thereto or any ancillary, complementary or related line of business (collectively, the “Business”) and the business of providing well intervention, drilling support, inspection, repair, and maintenance, reservoir management, life of field services, full field abandonment and decommissioning, shallow water abandonment, subsea pressure control equipment, and offshore renewable energy services, including any ancillary, complementary, or related line of business (collectively, the “New Business”), anywhere in the Territory, subject to the terms and conditions of this Agreement. Licensee may use the Licensed Marks in combination with one or more of Licensee’s or its Affiliates’ trademarks or trade names. This license specifically includes the right of Licensee to use said Licensed Marks in its corporate names and the right to permit its Affiliates to use said Licensed Marks subject to compliance with the other provisions of this Agreement and the right to use Additional Marks for which applications for registration are made in the future.

 

1.2  License of Trade Names. Licensor hereby grants to Licensee an exclusive, transferable (subject to Section 8.3) license to use, and to sublicense to others to use, the Trade Names to identify, promote, advertise, market, sell, provide, operate, merchandise and otherwise commercialize any and all goods and services of Licensee and its Affiliates in the Business and the New Business anywhere in the Territory, subject to the terms and conditions of this Agreement. Licensee may use the Trade Names in combination with one or more of Licensee’s or its Affiliates’ trademarks or trade names. This license specifically includes the right of Licensee to use said Trade Names in its corporate names and the right to permit its Affiliates to use said Trade Names subject to compliance with the other provisions of this Agreement.

 

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1.3  License Fee.

 

(a)  As consideration for the licenses provided above, Licensee shall pay to Licensor a one-time fee of $17,400,000 (seventeen million four hundred thousand dollars) (the “License Fee”). In addition, to the extent earned under the 2020 License Agreement prior to the Commencement Date and not previously paid by Licensee to Licensor under the 2020 License Agreement, License shall pay to Licensor a one-time payment equal to the pro-rated Performance Fee (as defined in the 2020 License Agreement) through the Commencement Date that remains due and payable to Licensor pursuant to the terms of the 2020 License Agreement (the “2020 Fee”). Each of the License Fee and the 2020 Fee shall be paid by Licensee to Licensor on the Commencement Date at the Closing in cash, by wire transfer of immediately available funds in accordance with the written wire instructions provided by Licensor to Licensee.

 

(b)  This Agreement amends and restates the 2020 License Agreement. The 2020 License Agreement shall continue in full force and effect in accordance with its terms until the Commencement Date and shall automatically terminate upon the Commencement Date as of and subject to the occurrence of the Closing and the payment by Licensee of the 2020 Fee and the License Fee. For the avoidance of doubt, following the payment of the 2020 Fee and the License Fee and the occurrence of the Commencement Date, Licensee shall owe Licensor no additional royalties, License Fees, base fees or performance fees for the duration of the Term.

 

Article 2
Quality Control

 

2.1  Quality Standards.

 

(a) Licensee acknowledges the importance of maintaining the standards of quality and service so as not to diminish the value of the Licensed Marks and Trade Names. Accordingly, Licensee agrees that the quality of all goods and services associated with or bearing the Licensed Marks or offered under the Trade Names will conform with the reasonable quality standards, as set out by Licensor from time to time that are intended to and have the result of preserving Licensor’s goodwill in the Licensed Marks and Trade Names. Licensee acknowledges that maintenance of the quality of the goods and services provided under the Licensed Marks and Trade Names enhances the business of Licensee as well as the business of Licensor.

 

(b) Unless written consent of Licensor is first obtained (which consent may be withheld in Licensor’s sole discretion), Licensee shall not use the Licensed Marks or Trade Names in combination with any other name, marks, likeness, images, or the like in a manner that is offensive or that could tarnish the name or reputation of Licensor or its Affiliates, in each case, as reasonably determined by Licensor.

 

2.2 Quality Control. Licensor shall exercise control over the quality of the goods and services provided by Licensee under the Licensed Marks or Trade Names. Licensor shall have the right to exercise quality control as to such goods and services under reasonable circumstances and in a reasonable manner.

 

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2.3  Cooperation. Licensee shall cooperate with Licensor’s control of the nature and quality of the goods and services provided under the Licensed Marks and Trade Names, and will permit reasonable inspection of Licensee’s use of the Licensed Marks and Trade Names in connection with the goods and services provided thereunder.

 

2.4  Applicable Laws. Licensee shall comply with all applicable laws and regulations and shall obtain and maintain all necessary or appropriate government approvals pertaining to the operations of Licensee’s business and to Licensee’s goods and services.

 

Article 3
Protection of the Licensed Marks and Trade Names

 

3.1  Notice. Licensee agrees to notify Licensor promptly of any unauthorized use, infringement or dilution of the Licensed Marks or the Trade Names by others, as soon as practically possible after the unauthorized use of the Licensed Marks or the Trade Names comes to Licensee’s attention, and to report all details in Licensee’s possession concerning the kind and character of the unauthorized use, infringement or dilution. For so long as TODD HORNBECK is Chairman, President and CEO of Licensee or Hornbeck Offshore Services, Inc. (“Parent”), Licensor shall be deemed to have been notified of such unauthorized use upon the first knowledge thereof as a result of sharing such information in meetings in which TODD HORNBECK and other of Licensee’s Executive Officers participate.

 

3.2  Enforcement Proceedings.

 

(a)  During the Term of this Agreement, Licensee shall, at its sole cost, take all reasonable and necessary action, including without limit, the initiation of legal proceedings, in order to protect the Licensed Marks and Trade Names from unauthorized use, infringement or dilution by third parties in the offshore marine transportation services industry and other businesses related thereto. Licensor shall convey to Licensee any power of attorney or other power or cooperation required by Licensee in order to take action required hereby. If Licensee breaches its obligation under this clause, Licensor may, in its sole discretion, take actions it deems to be reasonably necessary in order to protect the Licensed Marks and Trade Names and Licensee shall reimburse to Licensor all costs incurred thereby.

 

(b)  All damages, awards, and settlement proceeds which result from an action brought by Licensee pursuant to Section 3.2(a) shall belong entirely to Licensee. In the event that Licensee breaches its obligations under Section 3.2(a) and as a result thereof Licensor brings a legal action against a third party, then all damages, awards and settlement proceeds resulting from the action brought by Licensor shall belong entirely to Licensor.

 

3.3  Maintenance of the Licensed Marks. During the Term of this Agreement Licensee shall, at its sole cost and expense, maintain the effectiveness of all state or federal trademark registrations affecting the Licensed Marks and Trade Names at the Commencement Date such that upon the Termination Date, any such federal or state trademark registrations shall be deemed to be in full force and effect and duly registered in the name of Licensor. Licensee shall, at the request of Licensor and at Licensee’s expense, execute and deliver such further documents and legal instruments, and do all other things reasonably necessary to secure any registration of the Licensed Marks and Trade Names in the name of Licensor and/or to enforce Licensor’s rights and interest in and to the Licensed Marks and Trade Names and the associated goodwill, including without limitation executing and delivering any and all powers of attorney, applications, declarations and affidavits. Licensor shall, at Licensee’s sole cost and expense, execute and deliver to Licensee all documents and legal instruments and do all other things reasonably necessary as reasonably requested by Licensee to secure and/or maintain any registration of the Licensed Marks and Trade Names in the name of Licensor and/or to enforce Licensor’s rights and interest in and to the Licensed Marks and Trade Names and associated goodwill, including without limitation executing and delivering any and all powers of attorney, applications, declarations and affidavits consistent with the purpose and intent of this Agreement.

 

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Article 4
Representations And Warranties

 

4.1  Warranty of Title; Right to Grant Licenses. Licensor represents and warrants that (a) Licensor owns or possesses a valid and assignable right or license to use in the Business conducted by Licensee on the Commencement Date, all of the Licensed Marks and Trade Names and (b) Licensor has the right to grant the licenses granted under Article 1. Licensor acknowledges and agrees that it will not at any time do or cause to be done, directly or indirectly, any act or thing impairing or tending to impair any part of its right, title, and interest in or to the Licensed Marks and Trade Names (including allowing any sale, lease, license, sublicense, modification, termination, abandonment, lapse, transfer or disposal of, or creation of a security interest or other lien on, the Licensed Marks and Trade Names) or otherwise impair its right to grant the licenses granted under Article 1.

 

4.2  Other Intellectual Property. Licensor represents and warrants that, following the Commencement Date and until the Termination Date, Licensor will not hold, directly or indirectly, any right, title or interest in or to, or any right to use, any and all intellectual property rights in any jurisdiction throughout the world, whether registered, granted, issued, applied for, unissued or unregistered, including any patents, trademarks, service marks, trade names, trade dress and other source identifiers, domain names, copyrights, design rights, inventions, original works of authorship, trade secrets, confidential information, know-how, software, licenses and any and all other intellectual property or proprietary rights and interests, necessary for the operation of the Business or the New Business, in each case except for Licensor’s rights to the Licensed Marks and Trade Names licensed to Licensee pursuant to Article 1.

 

Article 5
Term and Termination

 

5.1  Term. Unless terminated sooner as provided herein, the term of this Agreement and the license granted hereby shall commence on the Commencement Date and shall continue in force and effect until the later of (a) the seventh (7th) anniversary of the Commencement Date and (b) the second (2nd) anniversary of the date that TODD HORNBECK ceases to be employed as both Chief Executive Officer and President of Parent or of New Parent (other than for TODD HORNBECK’S resignation as President while he remains Chief Executive Officer) (the “Term”).

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5.2  Termination for Default. Upon Licensee’s material breach of this Agreement and failure to take all available measures to cure such material breach within sixty (60) days after Licensee’s receipt of written notice of such material breach from Licensor, Licensor may terminate this Agreement upon giving written notice to Licensee.

 

5.3  Termination for Cessation of Use. In the event (i) Licensee ceases to use a Licensed Mark or Trade Name as Licensee’s primary corporate identifier for the Business, (ii) New Parent ceases to trade under the ticker symbol “HOS”; provided, that New Parent may cease to trade under the ticker symbol “HOS” if required by applicable law, the rules or regulations of the Securities and Exchange Commission, or the rules or regulations of the stock exchange where the shares are listed; provided further that, New Parent will use commercially reasonable efforts to incorporate a Licensed Mark or Trade Name into its ticker symbol, or (iii) New Parent ceases to use a Licensed Mark or Trade Name in the corporate entity name of New Parent or otherwise adopts at the New Parent level any d/b/a name, trade name, fictitious name or similar designation that does not use a Licensed Mark or Trade Name (provided that the New Business and any other existing business of Helix as of the Commencement Date shall not be subject to this clause (iii)), then in any such case Licensor may terminate this Agreement upon giving written notice to Licensee. For the avoidance of doubt, Licensee and its Affiliates may use any brands, trademarks, service marks, trade names, trade dress, logos, other source identifiers, and domain names, (a) that were owned or used by Helix as of the Commencement Date, including “Helix”, “Canyon,” and “Alliance”, (b) that are similar to or derivative of the items in (a), and (c) that are developed, created or acquired by Licensee and its Affiliates from and after the Commencement Date, in each case, in Licensee’s and its Affiliates’ businesses, provided that such permitted uses shall not limit or restrict in any manner the termination rights of Licensor in this Section 5.3 to the extent applicable.

 

5.4  Termination for Failure of Closing to Occur. In the event the Merger Agreement is terminated for any reason prior to the Closing, then simultaneously with such termination this Agreement shall automatically terminate without any requirement of notice or any other action by any Party and shall immediately be of no further force and effect, and the Commencement Date shall not occur.

 

5.5  Effect of Termination.

 

(a)  If this Agreement is terminated in accordance with Sections 5.1, 5.2 or 5.3, the date on which this Agreement shall terminate (the “Termination Date”) shall be the earlier of (x) the last date of the Term under Section 5.1, or (y) the second (2nd) anniversary of the date that notice of termination is validly given by a Party to the other Party. All costs associated with ceasing to offer Licensee’s goods and services under the Licensed Marks and Trade Names, including without limitation the removal of the Licensed Marks and Trade Names from all marketing, letterhead, business cards, signs, buildings, vessels, brochures or the like and from changing of Licensee’s and its Affiliate’s entity names, shall be borne entirely by Licensee. Upon the Termination Date or the expiration of the Term, as applicable (or any other termination or expiration of this Agreement), (i) all right, title, or interests in the Licensed Marks and Trade Names shall immediately and without necessity of any further action by any Party revert to and be vested in Licensor in good standing such that Licensor shall be able to freely use, register and assign the Licensed Marks and Trade Names in all respects within the Territory, and (ii) Licensee shall not have any right, title or interests in, or any license or other right to use for any purpose, the Licensed Marks or the Trade Names, including but not limited to the use thereof in the corporate name of Licensee or in any combination with one or more of Licensee’s trademarks or trade names; provided, that, Licensee and its Affiliates shall be permitted to use the Licensed Marks and Trade Names to refer factually to the historical name of Licensee and its Affiliates, in government filings, for internal purposes on books and records, and for other uses that constitute nominative fair use under applicable law; provided further that, Licensee and its Affiliates shall not use the Licensed Marks or Trade Names in any manner that tarnishes, disparages or harms the goodwill and reputation of the Licensed Marks or Trade Names or any part thereof. For avoidance of doubt, the Term and the applicable Termination Date set forth in this Article 5 shall be inclusive of any period of time necessary for Licensee to winddown its use of the Licensed Marks and the Trade Names, and no “winddown period” or similar period of time shall extend beyond the Termination Date or the expiration of the Term, as applicable.

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(b)  If this Agreement is terminated in accordance with Section 5.4, the 2020 License Agreement shall continue in full force and effect in all respects in accordance with its terms, and this Agreement shall be of no further force and effect. For avoidance of doubt, the Parties acknowledge and agree that the termination of this Agreement in accordance with Section 5.4 prior to the Commencement Date shall have no effect on the legally binding nature and continuing validity of the 2020 License Agreement and the Parties shall continue to perform their respective obligations thereunder in accordance with the terms thereof, and the execution of this Agreement shall not be deemed to constitute any waiver of any right under the 2020 License Agreement or any implied agreement or understanding to amend or modify any term thereof.

 

Article 6
Ownership

 

6.1  Licensee acknowledges that, as between the Parties, Licensor owns the Licensed Marks, and the goodwill associated therewith. Licensee agrees that it will do nothing inconsistent with such ownership of Licensor, except as may be permitted by this Agreement. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interests in the Licensed Marks other than the right to use the Licensed Marks pursuant to the terms and conditions of this Agreement. Licensee agrees that it will not contest the ownership rights of Licensor in the Licensed Marks. Licensee agrees that any use by Licensee of the Licensed Marks and all goodwill arising from the use, shall be solely for, and inure to the benefit of, Licensor.

 

6.2  Licensee further acknowledges that, as between the Parties, Licensor owns the Trade Names, and the goodwill associated therewith. Licensee agrees that it will do nothing inconsistent with such ownership of Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interests in the Trade Names other than the right to use the Trade Names pursuant to the terms and conditions of this Agreement. Licensee agrees that it will not contest the ownership rights of Licensor in the Trade Names. Licensee agrees that any use by Licensee of the Trade Names and all goodwill arising from the use, shall be solely for, and inure to the benefit of Licensor.

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Article 7
Sublicense

 

7.1  Sublicense. Licensee may sublicense to any of its Affiliates the rights conveyed in this Agreement; provided, that Licensee shall provide written notice to Licensor promptly following any such sublicense. Licensee may sublicense the rights conveyed in this Agreement to a non-Affiliate only with the prior written consent of Licensor, which consent may be withheld or granted in the sole discretion of Licensor. Any sublicense conveyed by Licensee without the required prior written consent of Licensor shall be null and void.

 

Article 8
Miscellaneous

 

8.1  Notices. Any notices required or permitted to be given under this Agreement shall be deemed sufficiently given if hand delivered with receipt acknowledged, or mailed by certified or registered mail postage prepaid, return receipt requested, and addressed as follows:


 
To Licensor:

HFR, LLC
103 Northpark Blvd., Suite 300
Covington, LA 70433
Telephone: (985) 727-2000
Fax: (985) 727-2006
Attention: Todd Hornbeck

 

With a copy (which shall not constitute notice) to:

 

Herrick, Feinstein LLP
2 Park Avenue
New York, NY 10016
Attention: Irwin A. Kishner, Esq.
Email: ikishner@herrick.com

 
       
 
To Licensee: Hornbeck Offshore Operators, LLC
103 Northpark Blvd., Suite 300
Covington, LA 70433
Telephone: (985) 727-2000
Attention: Samuel A. Giberga, General Counsel
Email: samuel.giberga@hornbeckoffshore.com
 

 

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Either Party may change its address for notification purposes by giving the other Party written notice of the new address change and the date upon which it will become effective.

 

8.2  Severability. If any of the provisions of this Agreement are determined to be invalid or unenforceable under present or future laws effective during the term of this Agreement, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of the Agreement, but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly. The parties hereby acknowledge that if any provision of this Agreement is determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practical, be deemed valid and enforceable.

 

8.3  Assignments. Licensor shall have the right, in its sole discretion, to assign its rights under this Agreement to any principal, member, trust, trustee or administrator of Licensor or to the executor or administrator of TODD HORNBECK’s estate and TROY HORNBECK’s estate or the beneficiaries thereof following the death of TODD HORNBECK and TROY HORNBECK. Licensee may assign this Agreement (a) to any Affiliate or (b) in connection with a sale of all or substantially all of the assets of the Business (whether by sale of assets, operation of law, stock sale, merger, reorganization or change of control); provided, that Licensee (i) delivers notice to Licensor of such assignment reasonably promptly thereafter and (ii) shall be responsible for any failure of such assignee to perform its obligations under this Agreement. Except as provided under this Section 8.3, Licensee may not assign this Agreement to a non-Affiliate without the prior written consent of Licensor, which consent may be withheld or granted in the sole discretion of Licensor. Any assignment conveyed by Licensee without the required prior written consent of Licensor shall be null and void. Any assignee must assume all obligations of the assigning party in connection with this Agreement and shall have executed and agreed to be bound by the terms of this Agreement in substantially the same form as is set forth herein. Any assignments not made in accordance with this Agreement shall be void.

 

8.4  Section Headings, Number and Gender. The Section headings are for convenience of reference only and shall not constitute a part hereof. Whenever the context requires, references in this Agreement to the singular number shall include the plural, and the plural number shall include the singular, and words denoting gender shall include the masculine, feminine and neuter.

 

8.5  Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof or of any other jurisdiction. The federal and state courts in Delaware shall have exclusive jurisdiction over disputes with respect to this Agreement.

 

8.6  Further Assurances. At and from time to time after the Commencement Date, at the request of Licensee, but without further consideration, Licensor shall execute and deliver such other instruments of conveyance, license, assignment, transfer and delivery and take such other action as Licensee may reasonably request in order to more effectively consummate the transactions contemplated by this Agreement.

 

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8.7  Warranty of No Brokers. Each Party represents and warrants to the other Party that it has not incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other like payment in connection with this Agreement or the transactions contemplated hereby, for which the other Party will have any liability, and each Party agrees to indemnify and hold the other Party harmless against and in respect to any such obligation or liability based in any way on any agreement, arrangement, or understanding claimed to have been made by such Party with any third party.

 

8.8  Non-Waiver. The delay or omission of any Party to exercise rights or powers under this Agreement shall not impair any such right or power and shall not be construed to be a waiver of any event of default or acquiescence therein. No waiver of any default shall be construed, taken or held to be a waiver of any other default or waiver, acquiescence in, or consent to any further or succeeding default of the same nature.

 

8.9  Successors and Assigns. This Agreement and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.

 

8.10   Merger and Amendments. This Agreement contains the entire understanding and agreement of the Parties and supersedes any prior understandings and written or oral agreements between them respecting this subject matter, including the Prior Agreements.

 

8.11   Amendment. This Agreement may be amended only by the written consent of the Parties.

 

8.12   No Partnership. No individual, partnership, joint venture, corporation, trust or other unincorporated entity or organization, not a Party to this Agreement, shall be deemed to be a third-party beneficiary hereunder or entitled to any rights hereunder.

 

8.13   Specific Performance. Each Party acknowledges that a breach or threatened breach by such Party of any of its obligations under this Agreement may give rise to irreparable harm to the other Party, for which monetary damages may not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to seek equitable relief, including a permanent or temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond or other security). The existence of this right will not preclude any Party from pursuing any other rights and remedies at law or in equity that such Party may have.

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of April 23, 2026.

 

  LICENSOR:
     
  HFR, LLC
     
  By: /s/ Todd M. Hornbeck
   
Todd M. Hornbeck
Member

 

  LICENSEE:
     
  Hornbeck Offshore Operators, LLC
     
  By: /s/ Samuel A. Giberga
    Samuel A. Giberga
    Executive Vice President and General Counsel

  

[Signature page to Fourth Amended and Restated Trade Name and Trademark License Agreement]

 

EXHIBIT “A”
Trademark Registrations

 

LICENSOR’S TRADEMARKS AND SERVICE MARKS

 

COUNTRY MARK REGISTRATION NO. REGISTRATION DATE
U.S. HORNBECK OFFSHORE 2757850 09/02/2003
U.S. HORNBECK OFFSHORE SERVICES 2754828 08/26/2003
U.S. HOS 2622910 09/24/2002
U.S. Horse Head Design Logo 2575178 06/04/2002
U.S. HOS & Design 2622908 09/24/2002
U.S. H O S Design Logo 2754829 08/26/2003
U.S. HOSMAX 4527849 05/13/2014
U.S. HOSMAX & Design (color) 4527850 05/13/2014
U.S. HOSMAX & Design (black & white) 4527851 05/13/2014
Trinidad & Tobago HORNBECK 34290 08/05/2004
Trinidad & Tobago HORNBECK OFFSHORE 34289 07/20/2005
Trinidad & Tobago HORNBECK OFFSHORE SERVICES 34291 06/30/2005
Trinidad & Tobago HOS &Device 34287 03/31/2005
Trinidad & Tobago H O S HORNBECK OFFSHORE SERVICES & Design 34288 08/11/2005
Trinidad & Tobago H O S HORNBECK OFFSHORE & Design 34292 03/14/2006
Mexico HORNBECK OFFSHORE SERVICES 1098272 10/01/2008
Mexico H O S & Design (circle) 1105451 10/01/2008
Mexico HORNBECK OFFSHORE 1107003 10/01/2008

 

 

 

COUNTRY MARK REGISTRATION NO. REGISTRATION DATE
Mexico HO S & Design (no circle) 1105453 10/01/2008
Mexico Horse Head Design 1105450 10/01/2008
Mexico HOS &Design 1103641 10/01/2008
Mexico HOS Logo 1105452 10/01/2008

 

EXHIBIT “A” - (continued)

 

LICENSOR’S TRADEMARKS AND SERVICE MARKS, continued:

 

1. Hornbeck

 

2. Hornbeck Offshore

 

3. Hornbeck Offshore Services

 

4. HOS

 

5. HOSS

 

6. HOS and Design

 

7. Horsehead Logo - (Plain)

 

8. Hornbeck Offshore Services, Inc. and Design

 

9. Horsehead Logo Enclosed by Circle

 

10. HOS Hornbeck Offshore and Design

 

11. Horsehead Logo-Enclosed by Bold Circle

 

 

EXHIBIT “B”
LICENSOR’S TRADE NAMES

 

1. Hornbeck

 

2. Hornbeck Offshore

 

3. Hornbeck Offshore Services

 

4. HOS

 

5. HOSS

 

 

EXHIBIT “C”
TERRITORY

 

The Territory shall be worldwide.

 

 

EXHIBIT “D”
HORSE HEAD LOGO