Common use of Arrange for Clause in Contracts

Arrange for. full payment of the aggregate Purchase Price by wire transfer of immediately available funds, calculated in accordance with Item 2b of your Subscription Form. For Eligible Holders that are not Debt Commitment Parties that hold Applicable Claims via a Nominee, please instruct your Nominee to coordinate payment of the Purchase Price and transmit and deliver such payment to the Subscription Agent by the Subscription Expiration Deadline. A registered holder of Applicable Claims that is not a Debt Commitment Party should follow the payment instructions as provided in the Master Subscription Form. A registered holder of Applicable Claims that is a Debt Commitment Party should follow the payment instructions in the Funding Notice. The Subscription Expiration Deadline is 5:00 p.m. New York City Time on [•], 2017. Please note that the Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and the Subscription Agreement must be received by your Nominee (e.g. broker, bank, commercial bank, transfer agent, trust company, dealer, or other agent or other nominee) in sufficient time to allow such Nominee to process and deliver the Master Subscription Form to the Subscription Agent by the Subscription Expiration Deadline, along with the appropriate funding (with respect to Eligible Holders that are not Debt Commitment Parties) or the subscription represented by your Subscription Form will not be counted and you will be deemed forever to have relinquished and waived your right to participate in the Creditor Equity Rights Offering. Registered holders of Applicable Claims that are not Debt Commitment Parties should follow the delivery and payment instructions provided in the Master Subscription Form. Registered holders of Applicable Claims that are Debt Commitment Parties should follow the payment instructions in the Funding Notice. Eligible Holders that are Debt Commitment Parties must deliver the appropriate funding directly to the Subscription Agent no later than the Backstop Funding Deadline. EXHIBIT B Board Governance Term Sheet SEADRILL LIMITED

Arrange for. full payment of the aggregate Purchase Price by wire transfer of immediately available funds, calculated in accordance with Item 2b of your Subscription Form. For Eligible Holders that are not Debt Commitment Parties that hold Applicable Claims via a Nominee, please instruct your Nominee to coordinate payment of the Purchase Price and transmit and deliver such payment to the Subscription Agent by the Subscription Expiration Deadline. A registered holder of Applicable Claims that is not a Debt Commitment Party should follow the payment instructions as provided in the Master Subscription Form. A registered holder of Applicable Claims that is a Debt Commitment Party should follow the payment instructions in the Funding Notice. The Subscription Expiration Deadline is 5:00 p.m. New York City Time on [•], 2017. Please note that the Subscription Form (with accompanying IRS Form W-9 or appropriate IRS Form W-8, as applicable) and the Subscription Agreement must be received by your Nominee (e.g. broker, bank, commercial bank, transfer agent, trust company, dealer, or other agent or other nominee) in sufficient time to allow such Nominee to process and deliver the Master Subscription Form to the Subscription Agent by the Subscription Expiration Deadline, along with the appropriate funding (with respect to Eligible Holders that are not Debt Commitment Parties) or the subscription represented by your Subscription Form will not be counted and you will be deemed forever to have relinquished and waived your right to participate in the Creditor Equity Debt Rights Offering. Registered holders of Applicable Claims that are not Debt Commitment Parties should follow the delivery and payment instructions provided in the Master Subscription Form. Registered holders of Applicable Claims that are Debt Commitment Parties should follow the payment instructions in the Funding Notice. Eligible Holders that are Debt Commitment Parties must deliver the appropriate funding directly to the Subscription Agent no later than the Backstop Funding Deadline. EXHIBIT B Board Governance Term Sheet A Form of Rights Offering Procedures SEADRILL LIMITEDLIMITED CREDITOR EQUITY RIGHTS OFFERING PROCEDURES The New Seadrill Common Stock (collectively, the “Creditor Equity Rights Offering Securities”) are distributed and issued (the “Creditor Equity Rights Offering”) without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) thereof, Regulation D and/or Regulation S. None of the Subscription Rights (defined below) or Creditor Equity Rights Offering Securities issuable upon exercise of such rights distributed pursuant to these Creditor Equity Rights Offering Procedures have been or, at the time of original issuance, will be registered under the Securities Act, or the securities laws of any state. No Subscription Rights may be sold, transferred, assigned, pledged, hypothecated, participated, donated or otherwise encumbered or disposed of, directly or indirectly (including through derivatives, options, swaps, forward sales or other transactions in which any person receives the right to own or acquire any current or future interest in the Subscription Rights, the Creditor Equity Rights Offering Securities, the Applicable Claims (defined below) and any related claims) (each of the above, a “Transfer”) ; provided, however, that holding securities attesting ownership of Subscription Rights in an account with a broker-dealer where the broker-dealer holds a security interest or other encumbrance over property in the account generally, which security interest or other encumbrance is released upon transfer of such securities, shall not constitute a “Transfer” for purposes hereof. No Creditor Equity Rights Offering Securities may be sold or transferred except pursuant to an exemption from registration under the Securities Act or the securities laws of any state. These Creditor Equity Rights Offering Procedures are being distributed and communicated only to Eligible Holders (defined below). The Creditor Equity Rights Offering Securities are available only to, and any invitation, offer or agreement to purchase will be entered into only with Eligible Holders. Any person who is not a Eligible Holder should not act or rely on this document or any of its contents. The distribution or communication of these Creditor Equity Rights Offering Procedures and the issue of the Creditor Equity Rights Offering Securities in certain jurisdictions may be restricted by law. No action has been taken or will be taken to permit the distribution or communication of these Creditor Equity Rights Offering Procedures in any jurisdiction where any action for that purpose may be required. Accordingly, these Creditor Equity Rights Offering Procedures may not be distributed or communicated, and the Creditor Equity Rights Offering Securities may not be subscribed, purchased or issued, in any jurisdiction except in circumstances where such distribution, communication, subscription, purchase or issue would comply with all applicable laws and regulations without the need for the issuer to take any action or obtain any consent, approval or authorization therefor except for any notice filings required under U.S. federal and applicable state securities laws. Each Rights Offering Security issued upon exercise of a Subscription Right, and each certificate issued in exchange for or upon the transfer, sale or assignment of any such Creditor Equity Rights Offering Securities, shall be stamped or otherwise imprinted with a legend in substantially the following form: [“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, NEITHER THE SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER ON ITS OWN BEHALF AND BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SHARES (1) REPRESENTS THAT (A) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SHARES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THE SHARES EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SHARES ARE ELIGIBLE FOR RESALE PURSUANT TO 144A UNDER THE SECURITIES ACT, INSIDE THE UNITED STATES TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REASONABLY REQUESTS), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THESE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.”] [In the case of Creditor Equity Rights Offering Securities sold pursuant to Regulation S, each certificate shall additionally be stamped or otherwise imprinted with a legend in substantially the following form: “THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT, OR NOT FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS PURSUANT TO REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, UNLESS SO REGISTERED, THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”] [Additional Jurisdiction Legends to Come if Applicable] In any member state of the European Economic Area (the “EEA”) that has implemented the EU Prospectus Directive (each, a “Relevant Member State”), these Creditor Equity Rights Offering Procedures are only addressed to and only directed at qualified investors in that Relevant Member State within the meaning of the EU Prospectus Directive. These Creditor Equity Rights Offering Procedures have been prepared on the basis that all offers of Creditor Equity Rights Offering Securities within the EEA will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus for offer of securities. Accordingly, any person making or intending to make any subscription of Creditor Equity Rights Offering Securities within any EEA member state should only do so in circumstances in which no obligation arises to publish a prospectus or a supplement to a prospectus under the EU Prospectus Directive for such offer. Neither Seadrill Limited nor any person acting on their behalf has authorized, nor do they authorize, the making of any offer of Creditor Equity Rights Offering Securities through any financial intermediary, other than as may be contemplated herein. The expression “EU Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. The Creditor Equity Rights Offering is being conducted in good faith and in compliance with the Bankruptcy Code. In accordance with Section 1125(e) of the Bankruptcy Code, a debtor or any of its agents that participate, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in the offer, issuance, sale, or purchase of a security offered or sold under the plan of the debtor, of an affiliate participating in a joint plan with the debtor, or of a newly organized successor to the debtor under the plan, is not liable, on account of such participation, for violation of any applicable law, rule, or regulation governing the offer, issuance, sale or purchase of securities. Pursuant to the Plan, if Class B3, D3 or F3, constituting the General Unsecured Claims against Seadrill, NADL, and Sevan, vote as a class to accept the Plan, the Subscription Agent will transmit to Holders of claims of each class that voted to accept the Plan (the “Applicable Claims”) as of the Record Date a certification form (an “Eligibility Certificate”) to determine if such Holder is an Eligible Holder (defined below) permitted to participate in the Creditor Equity Rights Offering.