Common use of Certain Securities Law Matters Clause in Contracts

Certain Securities Law Matters. The offering, issuance, and distribution of the New Seadrill Common Shares pursuant to the Equity Recovery and the Unsecured Pool Equity, as contemplated by Article III.B hereof, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Seadrill Common Shares will be freely tradable United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. Each of (1) the Note Rights, the New Secured Notes, and the New Seadrill Common Shares issued in the Note Rights Offering or to the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section 1145 of the Bankruptcy Code. Any securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law. Any securities issued in reliance on section 1145 of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents.

Certain Securities Law Matters. The Pursuant to section 1145 of the Bankruptcy Code, or, to the extent that section 1145 of the Bankruptcy Code is either not permitted or not applicable, section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Regulation S under the Securities Act, and/or other available exemptions from registration, the offering, issuance, and distribution of the New Seadrill Common Shares pursuant to the Equity Recovery and the Unsecured Pool Equity, Interests as contemplated by Article III.B hereof, herein shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law U.S. federal, state, or local laws requiring registration prior to the offering, issuance, distribution, or sale of Securities Securities. The shares of New Equity Interests to be issued under this Plan on account of Allowed Claims in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Seadrill Common Shares Code will be freely tradable United States transferable under the Securities Act by the recipients thereof, subject to to: (a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b2(a)(11) of the Bankruptcy CodeSecurities Act, compliance with any applicable state or foreign Securities Laws, if any, and compliance with applicable securities laws and any the rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments instruments; and subject to (b) any restrictions on the transferability of such New Equity Interests in the New Organizational Corporate Governance Documents. Each The shares of (1) the Note Rights, the New Secured Notes, and the New Seadrill Common Shares Equity Interests that may be issued in the Note Rights Offering or pursuant to the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees exemption from registration set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section section 4(a)(2) of the Securities Act, Regulation D and/or Regulation Spromulgated thereunder, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section 1145 of the Bankruptcy Code. Any securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law. Any securities issued in reliance on section 1145 of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents.and/or other available exemptions from registration will be considered “restricted Securities,” will bear customary

Certain Securities Law Matters. The offering, issuance, and distribution of the New Seadrill Common Equity Interests (other than the DIP Commitment Shares pursuant to and any New Equity Interests underlying the Equity Recovery and the Unsecured Pool EquityManagement Incentive Plan), as contemplated by Article III.B hereofIII of this Plan, after the Petition Date, shall be exempt from, among other things, the registration requirements of section Section 5 of the Securities Act and any other applicable U.S., state, or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities securities in accordance with, and pursuant to, Bankruptcy Code section 1145 1145, and to the extent such exemption is not available, then such New Equity Interests will be offered, issued, and distributed under the Plan pursuant to other applicable exemptions from registration under the Securities Act and any other applicable securities laws. The Debtors believe that either the CVRs shall not constitute a “security” under applicable U.S. securities laws or that the issuance of the CVRs shall be exempt from the registration requirements of Section 5 of the Securities Act and any other applicable U.S., state, or local law requiring registration prior to the offering, issuance, distribution, or sale of securities in accordance with, and pursuant to, Bankruptcy CodeCode section 1145. Such New Seadrill Common Shares Equity Interests and CVRs (to the extent such CVRs constitute a “security”), as a result of being offered, issued, and distributed pursuant to Bankruptcy Code section 1145, (i) will not be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and (ii) (A) will be freely tradable tradeable and transferable without registration under the Securities Act in the United States by any recipient thereof that is not an “affiliate” of the recipients thereofDebtors as defined in Rule 144(a)(1) under the Securities Act, subject to the provisions of Bankruptcy Code section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in Bankruptcy Code section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. Each of (1) the Note RightsGovernance Documents and CVR Agreement, the New Secured Notes, and the New Seadrill Common Shares issued in the Note Rights Offering or to the applicable Commitment Partiesas applicable, and (2B) the New Seadrill Common Shares issued to the Commitment Parties on account may not be transferred by any recipient thereof that is an “affiliate” of the structuring fees set forth Debtors as defined in Rule 144(a)(1) under the Investment Agreement Securities Act except pursuant to an effective registration statement under the Securities Act or an available exemption therefrom (including by complying with the conditions of Rule 144 under the Securities Act with respect to “control securities”). The DIP Commitment Shares will be issued without registration offered, issued, and distributed in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or reliance on Regulation SS under the Securities Act, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section 1145 of the Bankruptcy Code. Any securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be considered “restricted securities,” subject to resale restrictions and may not be resold, exchanged, assigned or otherwise transferred only except pursuant to registration, or an applicable exemption from effective registration statement under the Securities Act or an available exemption therefrom. The New Equity Interests underlying the Management Incentive Plan will be offered, issued, and other applicable law. Any securities issued distributed in reliance on section 1145 of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11upon Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Regulation S under the Securities Act, and/or other exemptions from registration, and compliance with applicable securities laws and will be considered “restricted securities.” The New Equity Interests will be subject to any rules and regulations of restrictions in the United States Securities and Exchange Commission, if any, applicable at Governance Documents to the time of any future transfer of such Securities or instruments and extent applicable. The New Warrants will be subject to any restrictions in the New Organizational DocumentsWarrant Agreement to the extent applicable. Transfer restrictions on the New Warrants will be governed by the Governance Documents and be substantially similar to the transfer restrictions applicable to the New Equity Interests. The CVRs will be subject to any restrictions in the CVR Agreement to the extent applicable and will be non-transferable. The Reorganized Debtors need not provide any further evidence other than the Plan or the Combined Order to any Entity (including DTC and any transfer agent for the New Equity Interests) with respect to the treatment of the New Equity Interests to be issued under the Plan under applicable securities laws. DTC and any transfer agent for the New Equity Interests shall be required to accept and conclusively rely upon the Plan and Combined Order in lieu of a legal opinion regarding whether the New Equity Interests to be issued under the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the contrary in the Plan, no Entity (including DTC and any transfer agent for the New Equity Interests) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Equity Interests to be issued under the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

Certain Securities Law Matters. The Solicitation is being made before the Petition Date pursuant to section 4(a)(2) of the Securities Act and Regulation S under the Securities Act and only to applicable holders of Claims and/or Interests who are “accredited investors” as defined in Rule 501 of the Securities Act or are outside the United States and not U.S. persons (and are not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act. Following the Petition Date, and subject to conditional approval by the Bankruptcy Court of this Disclosure Statement, the Solicitation is being made with respect to the New Common Stock and the CVRs to all other holders of such applicable Claims and/or Interests pursuant to section 1145 of the Bankruptcy Code and with respect to the New Notes to all other holders of such applicable Claims and/or Interests pursuant to section 4(a)(2) and Regulation S. The offering, issuance, and distribution of the New Seadrill Common Shares any securities pursuant to the Equity Recovery Prepackaged Plan, including the New Common Stock, the CVRs, and the Unsecured Pool EquityNew Notes issuable pursuant to the Prepackaged Plan, as contemplated by Article III.B hereofwill be issued without registration under the Securities Act, shall be exempt fromCanadian securities laws, among other thingsor any similar federal, state, provincial, or local law in reliance upon either (i) in the registration requirements of section 5 case of the Securities Act New Common Stock and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant toCVRs, section 1145 of the Bankruptcy Code. Such New Seadrill Common Shares will be freely tradable United States by the recipients thereof, subject Code (except with respect to the provisions an entity that is an “underwriter” as defined in subsection (b) of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. Each of (1) the Note Rights, the New Secured Notes, and the New Seadrill Common Shares issued in the Note Rights Offering or to the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section 1145 of the Bankruptcy Code. Any securities issued ) or (ii) in reliance on Section the case of the New Notes, pursuant to section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or ) and Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under of the Securities Act and other applicable lawsimilar provisions of state, provincial or local securities laws. Any securities issued in reliance on section 1145 The following discussion of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) issuance and transferability of the Bankruptcy Code relating to New Common Stock, the definition of an underwriter in section 2(a)(11) of the Securities ActCVRs, and compliance with applicable the New Notes relates solely to matters arising under federal and state securities laws laws. The rights of Holders of New Common Stock, CVRs, and any rules and regulations of the United States Securities and Exchange CommissionNew Notes, if anyincluding the right to transfer such interests, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in will also be governed by the New Organizational Documents, the CVR Agreement and the New Notes Indentures.

Certain Securities Law Matters. (a) The offeringShares shall not be sold, issuanceassigned, and distribution transferred or pledged except upon satisfaction of the New Seadrill Common Shares pursuant conditions specified in this Section 5, which conditions are intended to ensure compliance with the Equity Recovery and the Unsecured Pool Equity, as contemplated by Article III.B hereof, shall be exempt from, among other things, the registration requirements of section 5 provisions of the Securities Act and Act. The undersigned will cause any other applicable law requiring registration prior to the offeringproposed purchaser, issuanceassignee, distribution, transferee or sale of Securities in accordance with, and pursuant to, section 1145 pledgee of the Bankruptcy Code. Such New Seadrill Common Shares will be freely tradable United States held by the recipients thereof, undersigned to agree to take and hold such securities subject to the provisions and conditions of section 1145(b)(1this Section 5. (b) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. Each of certificate representing (1i) the Note Rights, the New Secured Notes, and the New Seadrill Common Shares issued in the Note Rights Offering or to the applicable Commitment Parties, and (2ii) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section 1145 of the Bankruptcy Code. Any any other securities issued in reliance respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 4(a)(2)5. (c) The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, including assignment, transfer or pledge of any Shares, unless there is in compliance with Rule 506 effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of Regulation Dthe undersigned's intention to effect such transfer, and/or Regulation S will sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be “restricted securities” subject accompanied, at the undersigned's expense evidence satisfactory to resale restrictions and the Company the effect that the proposed transfer of the Shares may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from effected without registration under the Securities Act and other or applicable state securities law. Any securities issued 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in reliance on section 1145 of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents.Position: Business Address:

Certain Securities Law Matters. The offering of any New Equity Interests (including the DIP-to-Exit Commitment Premium) before the Petition Date will be made pursuant to an exemption exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or Regulation S under the Securities Act. The offering, issuance, and distribution of the New Seadrill Common Shares pursuant to the Equity Recovery Interests (other than in connection with DIP-to-Exit Commitment Premium) and the Unsecured Pool EquityWarrants, as contemplated by Article III.B hereofIV.F.4, F.6, and F.7 of this Plan, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code. Such New Seadrill Common Shares Equity Interests and Warrants (i) will not be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and (ii) will be freely tradable tradeable and transferable without registration under the Securities Act in the United States by the recipients thereofthereof that are not, and have not been within 90 days of such transfer, an “affiliate” of the Debtors as defined in Rule 144(a)(1) under the Securities Act, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, Code and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange CommissionCommission or state or local securities laws, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the instruments. The New Organizational Documents. Each of (1) the Note Rights, the New Secured Notes, and the New Seadrill Common Shares Equity Interests issued in connection with the Note Rights Offering or to DIP-to-Exit Commitment Premium will be issued in reliance on the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees exemptions set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration in reliance upon the exemption set forth in Section section 1145 of the Bankruptcy CodeCode to the maximum extent possible and, to the extent such exemption is unavailable, in reliance on the exemption provided by section 4(a)(2) under the Securities Act or another applicable exemption. Any securities Securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned assigned, or otherwise transferred only pursuant to registration, registration or an applicable exemption from registration under the Securities Act and other applicable law. Any securities Securities issued in reliance on section 1145 of the Bankruptcy Code will not be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and will be freely tradable tradeable and transferable without registration under the Securities Act in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, Act and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documentsinstruments.

Certain Securities Law Matters. The offering of any New Equity Interests (including the RO Common Shares, the Backstop Shares, the RO Premium Shares, and the DIP Commitment Shares) before the Petition Date shall be exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or in reliance on Regulation S under the Securities Act. The offering, issuance, and distribution of the New Seadrill Common Equity Interests (other than the RO Backstop Shares, RO Premium Shares, DIP Commitment Shares pursuant to and any New Equity Interests underlying the Equity Recovery and the Unsecured Pool EquityManagement Incentive Plan), as contemplated by Article III.B hereofIII of this Plan, after the Petition Date, shall be exempt from, among other things, the registration requirements of section Section 5 of the Securities Act and any other applicable U.S., state, or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code, and to the extent such exemption is not available, then such New Equity Interests will be offered, issued and distributed under the Plan pursuant to other applicable exemptions from registration under the Securities Act and any other applicable securities laws. Such New Seadrill Common Shares Equity Interests, to the extent offered, issued and distributed pursuant to section 1145 of the Bankruptcy Code, (i) will not be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and (ii) will be freely tradable tradeable and transferable without registration under the Securities Act in the United States by the recipients thereofthereof that are not, and have not been within 90 days of such transfer, an “affiliate” of the Debtors as defined in Rule 144(a)(1) under the Securities Act, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange CommissionCommission or state or local securities laws, if any, applicable at the time of any future transfer of such Securities securities or instruments instruments. The RO Backstop Shares, RO Premium Shares and subject to any restrictions in the New Organizational Documents. Each of (1) the Note Rights, the New Secured Notes, and the New Seadrill Common DIP Commitment Shares issued in the Note Rights Offering or to the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees set forth in the Investment Agreement will be offered, issued without registration and distributed in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, and/or reliance on Regulation SS under the Securities Act, will be considered “restricted securities,” and may not be transferred except pursuant to an effective registration statement under the Securities Act or an available exemption therefrom. The New Equity Interests underlying the Management Incentive Plan will be offered, issued, and similar registration exemptions applicable outside of the United States. The Equity Rights and the New Seadrill Common Shares issued in the Equity Rights Offering will be issued without registration distributed in reliance upon the exemption set forth in Section 1145 4(a)(2) of the Bankruptcy Code. Any securities issued in reliance on Section 4(a)(2)Securities Act, including in compliance with Rule 506 of Regulation DD promulgated thereunder, Regulation S under the Securities Act, and/or Regulation S other exemptions from registration, and will be considered “restricted securities.” The New Equity Interests will be subject to resale any restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant in the Governance Documents to registration, or an applicable the extent applicable. Recipients of the New Equity Interests are advised to consult with their own legal advisors as to the availability of any exemption from registration under the Securities Act and any applicable Blue-Sky Laws for resales of New Equity Interests. The Reorganized Debtors need not provide any further evidence other applicable law. Any securities issued in reliance on section 1145 than the Plan or the Confirmation Order to any Entity (including DTC and any transfer agent for the New Equity Interests) with respect to the treatment of the Bankruptcy Code will New Equity Interests to be freely tradable issued under the Plan under applicable securities laws. DTC and any transfer agent for the New Equity Interests shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the New Equity Interests to be issued under the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the contrary in the United States Plan, no Entity (including DTC and any transfer agent for the New Equity Interests) may require a legal opinion regarding the validity of any transaction contemplated by the recipients thereofPlan, subject including, for the avoidance of doubt, whether the New Equity Interests to be issued under the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities ActPlan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documentsdepository services.

Certain Securities Law Matters. The offering, issuance, and distribution of the New Seadrill Common Shares pursuant to Valaris Equity in connection with the Equity Recovery Senior Notes Distributable Pool and the Unsecured Pool Credit Facility New Valaris Equity, and the New Warrants, as applicable, as contemplated by Article III.B hereof, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and Act, any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code, and any other registration rights applicable outside the United States. Such New Seadrill Common Shares Valaris Equity will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. Each of (1) the Note Rights, the The New Secured Notes, Notes and the New Seadrill Common Shares Valaris Equity constituting the Participation Equity issued in connection with the Note Subscription Rights in the Rights Offering or to the applicable Commitment Parties, and (2) the New Seadrill Common Shares issued to the Commitment Parties on account of the structuring fees set forth in the Investment Agreement will be issued without registration in reliance upon the exemption set forth in Section 4(a)(2section 1145 of the Bankruptcy Code other than as set forth below. The Plan and any documents related thereto (including, without limitation, the Disclosure Statement, the Plan Supplement and the Rights Offering Procedures) are not, and should not be construed as, an invitation or inducement to engage in any investment activity in relation to any securities to which the Plan, the Plan Supplement, or any documents related thereto relate (including the New Secured Notes, the Subscription Rights, the New Warrants or the New Valaris Equity) such as would amount to a financial promotion in the United Kingdom for the purposes of section 21 of FSMA. In the United Kingdom, the information contained in the Plan or any documents related thereto (including, without limitation, the Disclosure Statement, the Plan Supplement, and the Rights Offering Procedures) is intended only for use and may only be relied upon in relation to any investment activity by, and any investment activity to which such information relates may only be engaged in by, persons falling within any of the circumstances of Article 1(4) of the Securities ActProspectus Regulation who are at the relevant time: (i) investment professionals within the meaning of Article 19(5) of the FPO; (ii) high net worth companies within the meaning of Article 49(2)(a) to (d) of the FPO; (iii) persons that are existing members of creditors of the issuer of the relevant securities, or of an undertaking which at the relevant time is in the same group as the issuer of the relevant securities, falling within Article 43 of the FPO; or (iv) the Permitted UK Persons. Any person in the United Kingdom that is not a Permitted UK Person is not, for the purposes of any investment or investment decision, an intended recipient of the information contained in the Plan, the Plan Supplement, or any documents related thereto and should not use such information as the basis for taking any investment activity or investment action. The Plan and any documents related thereto (including, without limitation, the Disclosure Statement, the Plan Supplement and the Rights Offering Procedures) should not (insofar as they relate to any investment or investment activity) be distributed, communicated to, or directed at the general public in the United Kingdom otherwise than as described above. The Plan and any documents related thereto (including, without limitation, the Disclosure Statement, the Plan Supplement and the Rights Offering Procedures) have been prepared on the basis that any offer of the New Valaris Equity (including the Participation Equity and the Additional Backstop Equity), the New Secured Notes (including the Backstop Premium and the Commitment Fee Notes), or the Subscription Rights issued in connection with the Plan, the Plan Supplement, the Rights Offering, the Backstop Agreement, or the Holdback within any Relevant State will either (i) not form part of any offer or invitation to purchase, acquire, subscribe for, sell, otherwise dispose of or issue any securities or any solicitation of any offer to purchase, acquire, subscribe for, sell or otherwise dispose of, any security for the purposes of the Prospectus Regulation D and/or FSMA (as applicable) or (ii) be made pursuant to an exemption under the Prospectus Regulation Sand/or FSMA (as applicable) from the requirement to publish a prospectus for the offer of transferable securities to the public. In relation to each Relevant State, no offer of the New Valaris Equity (including the Participation Equity and the Additional Backstop Equity), the New Secured Notes, or the Subscription Rights issued in connection with the Plan, the Plan Supplement, the Rights Offering, the Backstop Agreement, or the Holdback may be made to the public at any time other than pursuant to an exemption under the Prospectus Regulation and/or FSMA (as applicable). In any Relevant State, the Disclosure Statement, the Plan, the Plan Supplement, the Rights Offering, the Holdback, and similar registration exemptions applicable outside the Rights Offering Procedures are only addressed to and directed at: (i) Qualified Investors in that Relevant State; (ii) not more than 149 natural or legal persons, other than Qualified Investors, per Relevant State; or (iii) any other person if such address or direction does not otherwise constitute an offer of securities to the public within the meaning of the United StatesProspectus Regulation (including in any of the other circumstances of Article 1(4) of the Prospectus Regulation) and/or FSMA (including in any of the other circumstances of section 86 of FSMA). The issuance of the New Valaris Equity Rights (including the Participation Equity and the Additional Backstop Equity), the New Seadrill Common Shares issued Secured Notes (including the Backstop Premium and the Commitment Fee Notes), and the Subscription Rights in connection with the Plan, the Plan Supplement, the Rights Offering, the Backstop Agreement, or the Holdback shall not constitute an invitation or offer to sell, or the solicitation of an invitation or offer to buy, any securities in contravention of any applicable law in any jurisdiction. No action has been taken, nor will be taken, in any jurisdiction that would permit a public offering of any of the New Valaris Equity (including the Participation Equity and the Additional Backstop Equity), the New Secured Notes (including the Backstop Premium and the Commitment Fee Notes), and the Subscription Rights in any jurisdiction where such action for that purpose is required. None of the Debtors or any of their respective affiliates, New Valaris Holdco, or any persons acting on any of their behalves has authorized, nor do they authorize, the making of any offer of the New Valaris Equity (including the Participation Equity and the Additional Backstop Equity), the New Secured Notes (including the Backstop Premium and the Commitment Fee Notes), or the Subscription Rights through any financial intermediary, other than as may be contemplated in the Equity Plan and any documents related thereto (including, without limitation, the Disclosure Statement, the Plan Supplement, and the Rights Offering Procedures). The New Secured Notes issued constituting the Backstop Premium (including the Commitment Fee Notes) will be issued without registration in reliance upon on the exemptions set forth in section 1145 of the Bankruptcy Code and in reliance on an applicable exemption under the Prospectus Regulation. The New Valaris Equity constituting the Additional Backstop Equity will be issued in reliance on the exemption set forth in Section section 1145 of the Bankruptcy CodeCode to the maximum extent possible and, to the extent such exemption is unavailable, in reliance on the exemption provided by section 4(a)(2) under the Securities Act or another applicable exemption. The New Secured Notes and the New Valaris Equity constituting the Participation Equity issued pursuant to the Backstop Agreement and the Holdback will be issued in reliance on the exemption provided by section 4(a)(2) under the Securities Act or another applicable exemption. Any securities Securities issued in reliance on Section 4(a)(2), including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law. Any securities Securities issued in reliance on section 1145 of the Bankruptcy Code will be freely tradable in the United States by the recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with applicable securities laws and any rules and regulations of the United States Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the New Organizational Documents. All New Valaris Equity and New Secured Notes issued in connection with the Rights Offering or to the Backstop Parties that is not issued in reliance on the exemption set forth in section 1145 of the Bankruptcy Code, and, if applicable, any such securities that are issued in reliance on such exemption but are held by an “affiliate” of New Valaris Holdco, will be subject to the Registration Rights Agreement, which will provide for customary registration rights including, among other things, a resale shelf registration amount (the “Registration Statement”) to be filed by New Valaris Holdco within 30 days of the Effective Date if New Valaris Holdco is eligible to use Form S-3, and 45 days if New Valaris Holdco is not eligible to use Form S-3 and, in the case of New Valaris Equity, customary demand and piggyback registration rights. For the avoidance of doubt, the Registration Rights Agreement will provide for underwritten shelf takedowns. In addition, on the Effective Date, to the extent that DTC will accept such securities, all New Valaris Equity and New Secured Notes will be issued through DTC.