Common use of General Unsecured Clause in Contracts

General Unsecured. Claims If Classes B3, D3, and F3 (General Unsecured Claims against Seadrill, NADL, and Sevan) vote to accept the Plan: • The holders of allowed General Unsecured Claims will receive in the aggregate 15% of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Unsecured Pool Equity”), plus the Note Rights and Equity Rights, as set forth in the Investment Agreement. • Holders of allowed General Unsecured Claims against NADL and Sevan shall receive 70% of the recovery received by allowed General Unsecured Claims against or guaranteed by Seadrill. • General Unsecured Claims against AOD shall be Reinstated or repaid in full in cash. If Classes B3, D3, and F3 vote to reject the Plan: • holders of Claims in such Classes will receive the Liquidation Recovery, unless otherwise determined by the Bankruptcy Court; and • the Excess New Seadrill Common Stock will be distributed to the Equity Commitment Parties, pro rata, based on their respective allocations of the Equity Placement. For the avoidance of doubt, the forgoing describes the aggregate recovery if each of Classes B3, D3, and F3 vote to accept, or each votes to reject, the Plan. As more fully set forth below, the recoveries such classes receive will be on a class-by-class basis and will depend only on whether the applicable class votes to accept or reject the Plan. General Unsecured Claims against Other Seadrill Debtors, Other NADL Debtors, Other Sevan Debtors, and AOD Debtors shall, at the election of the applicable Debtor, be (a) Reinstated or (b) paid in full in cash. Interests in Seadrill If Class B3 (General Unsecured Claims Against Seadrill) votes to accept the Plan, holders of Interests in Seadrill will receive their pro rata share of 2% of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Equity Recovery”). If Class B3 votes to reject the Plan, holders of Interests in Seadrill will receive no recovery. Non-Consolidated Entities The Non-Consolidated Entity Amendments will be effectuated before the Petition Date to insulate the Non-Consolidated Entities from the Chapter 11 Cases and, where applicable, to effectuate certain other commercial amendments, substantially on the terms described in the RSA. The Non-Consolidated Entities will not commence Chapter 11 Cases. Tax Matters The Parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax efficient and cost-effective manner for the Company. On the Plan Effective Date, each holder of an allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the holder of such allowed Claim or Interest, as applicable. The Plan will constitute a separate chapter 11 plan of reorganization for each Debtor and the classifications set forth below shall be deemed to apply to each Debtor. With respect to Entities that do not file Chapter 11 Cases, the treatment described below for allowed Claims or Interests, as applicable to each such Entity, shall be effectuated through other Implementation Mechanisms on the terms set forth in the Term Sheets.

General Unsecured. Claims If Classes B3, D3, and F3 (General Unsecured Claims against Seadrill, NADL, and Sevan) vote to accept the Plan: • The holders Each holder of an allowed General Unsecured Claims will receive in Claim against the aggregate 15% of Debtors (other than the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Unsecured Pool Equity”), plus the Note Rights and Equity Rights, as set forth in the Investment Agreement. • Holders of allowed General Unsecured Claims against NADL and Sevan Newbuild Debtors) shall receive 70% of the recovery received by allowed General Unsecured Claims against or guaranteed by Seadrill. • General Unsecured Claims against AOD shall be Reinstated or repaid payment in full in cashcash within 90 days after the later of (x) the Plan Effective Date and (y) the date such Claim comes due under applicable Law or in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Claim. If Classes B3Claims Against the Newbuild Debtors On the Plan Effective Date, D3, and F3 vote to reject the Plan: • holders of Claims against the Newbuild Debtors shall receive their liquidation recovery amount in such Classes will receive the Liquidation Recoverycash, unless otherwise agreed between the Shipyard and the Company Parties with the consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed). Intercompany Claims Subject to any specific provisions contained in the Plan Supplement, Intercompany Claims shall be, at the option of the Reorganized Debtors with the consent of the Required Consenting Noteholders (not to be unreasonably withheld, conditioned, or delayed), reinstated, set off, settled, distributed, contributed, cancelled, or released without any distribution on account of such Claims, or such other treatment as reasonably determined by the Bankruptcy Court; Reorganized Debtors and • the Excess New Seadrill Common Stock will be distributed Required Consenting Noteholders. Intercompany Interests Subject to any specific provisions contained in the Equity Commitment PartiesPlan Supplement, pro rata, based on their respective allocations of the Equity Placement. For the avoidance of doubt, the forgoing describes the aggregate recovery if each of Classes B3, D3, and F3 vote to accept, or each votes to reject, the Plan. As more fully set forth below, the recoveries such classes receive will be on a class-by-class basis and will depend only on whether the applicable class votes to accept or reject the Plan. General Unsecured Claims against Other Seadrill Debtors, Other NADL Debtors, Other Sevan Debtors, and AOD Debtors shallIntercompany Interests shall be, at the election option of the applicable Debtor, be (a) Reinstated or (b) paid in full in cash. Interests in Seadrill If Class B3 (General Unsecured Claims Against Seadrill) votes to accept Reorganized Debtors with the Plan, holders of Interests in Seadrill will receive their pro rata share of 2% consent of the New Seadrill Common SharesRequired Consenting Noteholders (not to be unreasonably withheld, subject to dilution conditioned, or delayed), reinstated, set off, settled, distributed, contributed, cancelled and released without any distribution on account of such Claims, or such other treatment as reasonably determined by the Employee Incentive Plan Reorganized Debtors and the Primary Structuring Fee (Required Consenting Noteholders. Section 510(b) Claims Any Claims arising under section 510(b) of the “Bankruptcy Code shall be discharged without any distribution. Equity Recovery”). If Class B3 votes to reject the Plan, holders of Interests in Seadrill will receive no recovery. Non-Consolidated Entities The Non-Consolidated Entity Amendments will be effectuated before the Petition Date to insulate the Non-Consolidated Entities from the Chapter 11 Cases and, where applicable, to effectuate certain other commercial amendments, substantially on the terms described in the RSA. The Non-Consolidated Entities will not commence Chapter 11 Cases. Tax Matters The Parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax efficient and cost-effective manner for the Company. On the Plan Effective Date, each holder of an allowed Claim Interest in Valaris (an “Existing Shareholder”) shall: (a) if determined by the Company with the consent of the Required Consenting Noteholders (such consent not to be unreasonably withheld, conditioned, or Interestdelayed) to pursue Alternative B, and if the Shareholder Scheme or UK Restructuring Plan (as relevant) is sanctioned by a court of competent jurisdiction, (i) receive or retain its pro rata share of the Existing Shareholder Allocation (as defined and described above); and (ii) receive its pro rata share of the New Warrants. If the requisite majority of Existing Shareholders does not approve the Shareholder Scheme, no New Warrants shall be issued to Existing Shareholders and there shall be no Existing Shareholder Allocation (including in circumstances where Alternative A is subsequently pursued). If the Existing Shareholders (1) are, at the discretion of the Company in consultation with the Required Consenting Noteholders, not requested to vote on the UK Restructuring Plan and have not, as applicablea class, voted in favor of the Plan or (2) if requested to vote, do not approve the UK Restructuring Plan, no New Warrants shall be issued to the Existing Shareholders and there shall be no Existing Shareholder Allocation (unless required for the UK Restructuring Plan to be legally feasible), including in circumstances where Alternative A is subsequently pursued; or (b) if determined by the Company with the consent of the Required Consenting Noteholders (such consent not to be unreasonably withheld, conditioned, or delayed) to pursue Alternative A, and the Existing Shareholders, as a class vote in favor of the Plan, each Existing Shareholder shall receive under its pro rata share of the Plan New Warrants. If the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors and the holder of such allowed Claim or InterestExisting Shareholders do not, as applicable. The Plan will constitute a separate chapter 11 plan class, vote in favor of reorganization for each Debtor and the classifications set forth below Plan, no New Warrants shall be deemed issued to apply to each DebtorExisting Shareholders. With respect to Entities that do not file Chapter 11 CasesFor the avoidance of doubt, the treatment described below for allowed Claims or Interests, as applicable to each such Entity, there shall be effectuated through other Implementation Mechanisms on the terms set forth no Existing Shareholder Allocation in the Term Sheets.connection with Alternative A.

General Unsecured. Claims If Classes B3Each Holder of a General Unsecured Claim shall receive its pro rata share (together with each Holder of the 3L Notes Claims, D3as applicable, and F3 (Unsecured Notes Claims at the applicable debtor) of no less than the liquidation value of the unencumbered assets held by the applicable Debtor against which their Claim is Allowed. If any Holder of a Claim has collateral securing such Claim, such Claim shall only be secured to the extent the value of the collateral exceeds the value of such Claim, and any remainder of the Claim that is more than the value of the collateral shall be treated as a General Unsecured Claims against SeadrillClaim; and such Holder shall receive, NADLon account of and in full and final satisfaction of such Claim, (a) treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code for the secured portion of the Claim; and (b) the remainder shall be treated as a General Unsecured Claim. Deemed to Reject Class 9 Parent Interests Each Holder of Interests in the Reorganized Company, shall have such Interest cancelled, released, discharged, and Sevan) vote to accept the Plan: • The holders extinguished and such Interests will be of allowed General Unsecured Claims will receive in the aggregate 15% of the New Seadrill Common Sharesno further force or effect, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Unsecured Pool Equity”), plus the Note Rights and Equity Rights, as set forth in the Investment Agreement. • Holders of allowed General Unsecured Claims against NADL and Sevan such Interests shall not receive 70% any distribution on account of the recovery received by allowed General Unsecured Claims against or guaranteed by Seadrill. • General Unsecured Claims against AOD shall be Reinstated or repaid in full in cash. If Classes B3, D3, and F3 vote to reject the Plan: • holders of Claims in such Classes will receive the Liquidation Recovery, unless otherwise determined by the Bankruptcy Court; and • the Excess New Seadrill Common Stock will be distributed to the Equity Commitment Parties, pro rata, based on their respective allocations of the Equity Placement. For Interests (for the avoidance of doubt, the forgoing describes the aggregate recovery if each of Classes B3, D3, and F3 vote to accept, or each votes to reject, the Plan. As more fully set forth below, the recoveries such classes receive will be on a class-by-class basis and will depend only on whether the applicable class votes to accept or reject the Plan. General Unsecured Claims against Other Seadrill Debtors, Other NADL Debtors, Other Sevan Debtors, and AOD Debtors shall, at the election of the applicable Debtor, be (a) Reinstated or (b) paid in full in cash. other than any equity Interests in Seadrill If Class B3 (General Unsecured Claims Against Seadrill) votes to accept the Plan, holders of Interests in Seadrill will receive their pro rata share of 2% of the New Seadrill Common Shares, subject to dilution held by the Employee Incentive Plan and the Primary Structuring Fee (the “Equity Recovery”). If Class B3 votes SoftBank Parties with respect to reject the Plan, holders of Interests in Seadrill will receive no recovery. Non-Consolidated Entities The Non-Consolidated Entity Amendments will be effectuated before the Petition Date to insulate the Non-Consolidated Entities from the Chapter 11 Cases and, where applicable, to effectuate certain other commercial amendments, substantially on the terms described in the RSA. The Non-Consolidated Entities will not commence Chapter 11 Cases. Tax Matters The Parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring Transactions in which a tax efficient and cost-effective manner for the Company. On the Plan Effective Date, each holder of an allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, settlement, release, and discharge of and SoftBank Party contributes its Claims in exchange for such holder’s allowed Claim or Interestthe retention of its equity Interests), except pursuant to the extent different treatment is Plan and as agreed to by the Reorganized Debtors Parties; provided, further, that no such contribution or retention shall occur if it would increase the amount of cancellation of indebtedness income realized by the Debtors, or otherwise have an adverse tax effect on any of the Debtors, without the prior consent of the Required Consenting Stakeholders (other than the SoftBank Parties). Impaired / Deemed to Reject Class 10 Section 510(b) Claim All Allowed Section 510(b) Claims against any applicable Debtor shall be cancelled, released, discharged, and the holder extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such allowed Claim or Interest, as applicableSection 510(b) Claims. The Plan will constitute a separate chapter 11 plan of reorganization for each Debtor and the classifications set forth below shall be deemed Impaired / Deemed to apply to each Debtor. With respect to Entities that do not file Chapter 11 Cases, the treatment described below for allowed Claims or Interests, as applicable to each such Entity, shall be effectuated through other Implementation Mechanisms on the terms set forth in the Term Sheets.Reject

General Unsecured. Claims If Classes B3On the Effective Date or as soon as reasonably practicable thereafter, D3, and F3 (General Unsecured Claims against Seadrill, NADL, and Sevan) vote to accept the Plan: • The holders of allowed General Unsecured Claims will receive in the aggregate 15% of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Unsecured Pool Equity”), plus the Note Rights and Equity Rights, as set forth in the Investment Agreement. • Holders of allowed General Unsecured Claims against NADL and Sevan shall receive 70% of the recovery received by allowed General Unsecured Claims against or guaranteed by Seadrill. • General Unsecured Claims against AOD shall be Reinstated or repaid in full in cash. If Classes B3, D3, and F3 vote to reject the Plan: • holders of Claims in such Classes will receive the Liquidation Recovery, unless otherwise determined by the Bankruptcy Court; and • the Excess New Seadrill Common Stock will be distributed except to the Equity Commitment Parties, pro rata, based on their respective allocations extent that a holder of the Equity Placement. For the avoidance of doubt, the forgoing describes the aggregate recovery if each of Classes B3, D3, and F3 vote to accept, or each votes to reject, the Plan. As more fully set forth below, the recoveries such classes receive will be on a class-by-class basis and will depend only on whether the applicable class votes to accept or reject the Plan. General Unsecured Claims against Other Seadrill Debtors, Other NADL Debtors, Other Sevan Debtors, and AOD Debtors shall, at the election of the applicable Debtor, be (a) Reinstated or (b) an allowed general unsecured claim has already been paid in full in cash. Interests in Seadrill If Class B3 (General Unsecured Claims Against Seadrill) votes to accept the Plan, holders of Interests in Seadrill will receive their pro rata share of 2% of the New Seadrill Common Shares, subject to dilution by the Employee Incentive Plan and the Primary Structuring Fee (the “Equity Recovery”). If Class B3 votes to reject the Plan, holders of Interests in Seadrill will receive no recovery. Non-Consolidated Entities The Non-Consolidated Entity Amendments will be effectuated before the Petition Date to insulate the Non-Consolidated Entities from during the Chapter 11 Cases andor such holder agrees to less favorable treatment, where applicable, to effectuate certain other commercial amendments, substantially on the terms described in the RSA. The Non-Consolidated Entities will not commence Chapter 11 Cases. Tax Matters The Parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax efficient and cost-effective manner for the Company. On the Plan Effective Date, each holder of an allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described below in full and final satisfaction, settlement, release, and discharge of and in exchange for its allowed general unsecured claim, each holder of an allowed general unsecured claim shall receive, at the applicable Debtor’s option: (i) if such holder’s allowed Claim general unsecured claim is due and payable on or Interestbefore the Effective Date, payment in full, in cash, of the unpaid portion of its allowed general unsecured claim; (ii) if such allowed general unsecured claim is not due and payable before the Effective Date, payment in the ordinary course of business consistent with past practices; or (iii) other treatment, as may be agreed upon by the Debtors, the Required Consenting Noteholders and the holder of such allowed general unsecured claim, such that the allowed general unsecured claim shall be rendered unimpaired pursuant to section 1124(1) of the Bankruptcy Code. Existing Equity Interests On the Effective Date, each Existing Unitholder, in full and final satisfaction, settlement, release, and discharge of and in exchange for its Existing Equity Interests, shall receive its pro rata share of (i) 5% of the New Equity Interests (subject to dilution by the MIP Shares and New Equity Interests issued in respect of the New Warrants), which New Equity Interests are expected to be issued under the Pre-Packaged Plan in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, under section 1145 of the Bankruptcy Code, or to the extent unavailable, another available exemption from registration and (ii) 5-year warrants for 8% of the New Equity Interests (subject to dilution by the MIP Shares), with a strike price set at an equity value at which the Noteholders would receive a recovery equal to par plus accrued and unpaid interest as of the Petition Date in respect of the Notes (after taking into account value dilution on account of the Initial MIP Allocation (as defined below)), (the “New Warrants”) and with such other terms as are acceptable to the Debtors and the Required Consenting Noteholders, which New Warrants and New Equity Interests issuable upon the exercise of such New Warrants are expected to be issued under the Pre-Packaged Plan in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, under section 1145 of the Bankruptcy Code, or to the extent unavailable, another available exemption from registration. Intercompany Claims All allowed pre-petition or post-petition Claims held by a Debtor against any other Debtor shall be adjusted, continued or discharged to the extent determined appropriate by the Debtors, with the consent of the Required Consenting Noteholders (which consent shall not be unreasonably withheld, conditioned, or delayed). Intercompany Interests All equity interests in a Debtor that are held by another Debtor shall be reinstated for administrative convenience, except to the extent different treatment is agreed to required for the purposes of implementing the Reorganized Debtors’ Corporate Structure (as defined below), as determined by the Reorganized Debtors and Required Consenting Noteholders, in consultation with the holder of such allowed Claim or Interest, as applicable. The Plan will constitute a separate chapter 11 plan of reorganization for each Debtor and the classifications set forth below shall be deemed to apply to each Debtor. With respect to Entities that do not file Chapter 11 Cases, the treatment described below for allowed Claims or Interests, as applicable to each such Entity, shall be effectuated through other Implementation Mechanisms on the terms set forth in the Term SheetsDebtors.