Common use of Aggregate Amounts Beneficially Owned or Managed on Account of Clause in Contracts

Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ 2 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) Form of Joinder The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support and Lock-Up Agreement, dated as of (the “Agreement”),1 by and among Seadrill Limited (“Seadrill”) and its affiliates and subsidiaries bound thereto and the Consenting Stakeholders and agrees to be bound by the terms and conditions thereof to the extent the other Parties are thereby bound, and shall be deemed a [“Consenting Stakeholder” and a [“Consenting Lender”] [“Consenting Noteholder”] [“Commitment Party”] [an “Agent”] [a “Trustee”] [a Company Party] under the terms of the Agreement. The Joinder Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date hereof and any further date specified in the Agreement. Date Executed: Name: Title: Address: E-mail address(es):

Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ 2 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) Form of Joinder The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support and Lock-Up AgreementAgreement signing solely with respect to Section 4.06, dated as of (the “Agreement”),1 by Section 4.07, Section 13 and among Seadrill Limited (“Seadrill”) and its affiliates and subsidiaries bound thereto and the Consenting Stakeholders and agrees to be bound by the terms and conditions thereof to the extent the other Parties are thereby bound, and shall be deemed a [“Consenting Stakeholder” and a [“Consenting Lender”] [“Consenting Noteholder”] [“Commitment Party”] [an “Agent”] [a “Trustee”] [a Company Party] under the terms Section 14 of the Agreement. The Joinder Party specifically agrees to be bound by the terms Restructuring Support and conditions of the Lock-Up Agreement and makes all representations and warranties contained therein as of the date hereof and any further date specified in the Agreement. Date Executed: Name: Title: Address: E-mail address(es):): ANNEX 1 to EXHIBIT A SEADRILL LIMITED RESTRUCTURING TERM SHEET1 THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING TERM SHEET SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THE RSA, DEEMED BINDING ON ANY OF THE PARTIES HERETO. This term sheet (this “Restructuring Term Sheet”) describes certain restructuring and recapitalization transactions with respect to the Company Parties’ capital structures (the “Restructuring Transactions”) on the terms set forth in the restructuring support and lock-up agreement (the “RSA”) to which this Restructuring Term Sheet is attached as Annex 1 to Exhibit A. Organizational Restructuring The Company Parties will undergo an organizational restructuring in accordance with the Description of Transaction Steps, the Credit Facility Term Sheet, the New Secured Notes Term Sheet, and the RSA and its other attachments, in which: • A new holding company (“New Seadrill”) will be established for the purposes of carrying out the Restructuring Transactions; • New Seadrill will form a new wholly-owned intermediate holding company (“IHCo”); • IHCo will form a new wholly-owned intermediate holding company for the purpose of issuing the New Secured Notes (“NSNCo”); • NSNCo may form certain new wholly-owned intermediate holding companies for the purpose of owning Seadrill’s prepetition Interests in certain of the Non-Consolidated Entities (each, an “NSN HoldCo”); and • IHCo will form a new wholly-owned intermediate holding company (“RigCo”) for the purposes of (a) guaranteeing the Amended Credit Facilities (as defined below) and (b) owning Seadrill’s prepetition Interests in NADL, Sevan, AOD, and Seadrill’s direct or indirect wholly-owned rig-owning entities and intra-group charterers. The organizational restructuring will be described in greater detail in the Description of Transaction Steps to be included in the Plan Supplement. 1 Capitalized terms used but not defined in this Restructuring Term Sheet have the meanings given to such terms in the RSA or the Investment Agreement, as applicable. Credit Facility Amendments The Credit Facilities will be amended substantially on the terms set forth in the Credit Facility Term Sheet. Each Credit Facility amended as such shall be referred to as an “Amended Credit Facility.” SFL Amendments The charter agreements giving rise to the SFL Claims will be amended substantially on the terms set forth in the SFL Term Sheet (such prepetition charters, the “SFL Charters” and, such charters as amended, the “Amended SFL Charters”). On the Plan Effective Date, the Debtors shall enter into the Amended SFL Charters, which shall replace and supersede the SFL Charters, and shall be deemed assumed without cure under section 365 of the Bankruptcy Code.

Aggregate Amounts Beneficially Owned or Managed on Account of. Credit Agreement Claims (principal amount) - $1.35B Credit Facility US$ - $450M Credit Facility (Eminence) US$ - $360M Credit Facility US$ - $400M Credit Facility US$ - $950M Credit Facility US$ - $300M Credit Facility US$ - $1.5B Credit Facility US$ - $450M Credit Facility (Nordea) US$ - $2B Credit Facility US$ - $1.75B Credit Facility US$ 2 Capitalized terms not used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. - $440M Credit Facility (Telesto) US$ - $483M Credit Facility (Tellus) US$ SFL Claims (principal amount) US$ Unsecured Note Claims (principal amount) - Seadrill 2017 Notes US$ - Seadrill 2020 Notes US$ - NADL 2019 Notes US$ - Seadrill NOK Notes NOK - Seadrill SEK Notes SEK - NADL NOK Notes NOK Commitment under the Investment Agreement US$ Equity Interests in Seadrill Equity Interests in NADL Equity Interests in any other Company Party other than Seadrill and NADL (please specify) Form and Stipulation in Respect of Joinder The undersigned (“Joinder Party”) hereby acknowledges that it has read and understands the Restructuring Support and Lock-Up Agreementup Agreement OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN IN RE SEADRILL LIMITED, dated as of ET AL., CASE NO. 17-60079 (the “Agreement”),1 by and among Seadrill Limited DRJ) (“Seadrill”BANKR. S.D. TEX.) and its affiliates and subsidiaries bound thereto and the Consenting Stakeholders and agrees to be bound by the terms and conditions thereof Name: Title: Counsel to the extent the other Parties are thereby bound, and shall be deemed a [“Consenting Stakeholder” and a [“Consenting Lender”] [“Consenting Noteholder”] [“Commitment Party”] [an “Agent”] [a “Trustee”] [a Company Party] under the terms Official Committee of the Agreement. The Joinder Party specifically agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the date hereof and any further date specified in the Agreement. Date ExecutedUnsecured Creditors Address: E-mail address(es): Name: Title: Address: E-mail address(es):): Name: Title: Address: E-mail address(es): In re: ) Chapter 11 SEADRILL LIMITED, et al.,1 ) Case No. 17-60079 (DRJ) Debtors. ) (Jointly Administered) Xxxxxxxx X. Xxxxxxx (TX Bar No. 01797600) XXXXXXXX & XXXXX INTERNATIONAL LLP Xxxxxxx X. Xxxxxxxxx (TX Bar No. 24062656) Xxxx X. Xxxxxx, P.C. (TX Bar No. 24099361) 0000 XxXxxxxx Xxxxxx, Suite 19010 Xxxxx X. Xxxxxxx (TX Bar No. 24046761) Xxxxxxx, Xxxxx 00000 000 Xxxx Xxxxxx Telephone: (000) 000-0000 Xxxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxxxx@xx.xxx Facsimile: (000) 000-0000 xxxxxxxxxx@xx.xxx Email: xxxx.xxxxxx@xxxxxxxx.xxx xxxxx.xxxxxxx@xxxxxxxx.xxx -and- -and- Xxxxxxxx X. Xxxxx (TX Bar No. 24072822) Xxxxx X.X. Xxxxxxxxxx, P.C. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 (admitted pro hac vice) Xxxxxx, Xxxxx 00000 Xxxx Xxxxx, P.C.(admitted pro hac vice) Telephone: (000) 000-0000 Xxxx X. Kwasteniet, P.C. (admitted pro hac vice) Facsimile: (000) 000-0000 Xxxx X. Xxxx (admitted pro hac vice) Email: xxxxxx@xx.xxx 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Co-Counsel to the Debtors Telephone: (000) 000-0000 and Debtors in Possession Facsimile: (000) 000-0000 Email: xxxxx.xxxxxxxxxx@xxxxxxxx.xxx xxxx.xxxxx@xxxxxxxx.xxx xxxx.xxxxxxxxxx@xxxxxxxx.xxx xxxx.xxxx@xxxxxxxx.xxx Co-Counsel to the Debtors 1 Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the Debtors and the last four digits of their tax identification, registration, or like numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at xxxx://xxxxx.xxxxxxxxxx.xxx/Seadrill. The location of Debtor Seadrill Americas, Inc.’s principal place of business and the Debtors’ service address in these chapter 11 cases is 00000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000. A. Defined Terms 1 B. Rules of Interpretation 19 C. Computation of Time 20 D. Governing Law 20 E. Reference to Monetary Figures 20 F. Reference to the Debtors or the Reorganized Debtors 20 G. Controlling Document 20 A. Administrative Claims 20 B. Professional Fee Claims 21 C. Priority Tax Claims 21 A. Classification of Claims and Interests 22 B. Treatment of Classes of Claims and Interests 25 C. Special Provision Governing Unimpaired Claims 40 D. Elimination of Vacant Classes 40 E. Voting Classes; Presumed Acceptance by Non-Voting Classes 40 F. Subordinated Claims 40 G. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code 40 H. Amended Credit Facilities 40 I. Unsecured Cash Out Facility Cash 41 J. Certain Indenture Trustee Rights 41 K. Right to Designate Non-Reorganizing Debtors 41 L. Payments Pursuant to Cash Collateral Order 41 A. General Settlement of Claims and Interests 41 B. Restructuring Transactions 42 C. Issuance and Distribution of New Seadrill Common Shares 42 D. Issuance and Distribution of New NADL Common Shares and New Sevan Common Shares 43 E. Issuance and Distribution of New Secured Notes 43 F. Rights Offerings 43 G. Amended SFL Charters 43 H. Amended Credit Agreements 44 I. Amended Guarantee Facility 44 J. Newbuild Cash Settlement. 44