Common use of Scheme Clause in Contracts

Scheme. 2.1 With effect from the date of this undertaking, we irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to the Offeror that: (A) we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) ("General Meeting") or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) ("Court Meeting") as follows: (i) in favour of any resolution necessary to implement the Acquisition; (ii) other than with the Offeror's prior consent, against any resolution that might reasonably be expected to impede, prevent, delay or frustrate in any way the Acquisition or the fulfilment of any condition to the Acquisition; and (iii) against any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party; (B) we shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (A) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror's instructions; (C) for the purpose of voting on any resolution referred to under and in accordance with paragraph (A) above, we shall, if required by the Offeror, execute a form of proxy appointing any person nominated by the Offeror to attend and vote at the relevant meetings for such purpose; and (D) without prejudice to paragraph (C), and in the absence of any such requirement by the Offeror, we shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the "Scheme Document") (and without prejudice to any right we have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document.

Scheme. 2.1 With effect from the date of this undertaking, we We irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to the Offeror Ensco that: (Ai) we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Rowan Shares as follows on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company Rowan (including any adjournment or postponement thereof) ("the “Rowan General Meeting"”) or at any meeting of holders of shares in the Company Rowan convened by a Court (including any adjournment or postponement thereof) ("“Court Meeting"”) as followswhich: (ia) in favour of any resolution is necessary to implement the Acquisition, in favour of the resolution; (iib) other than with the Offeror's prior consent, against any resolution that might reasonably be expected to impede, prevent, delay or frustrate in have any way the Acquisition or positive impact on the fulfilment of any condition to the Acquisition; and, in favour of the resolution; (iiic) against might reasonably be expected to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company Rowan by a third party), against the resolution; or (d) might otherwise impact on the success of the Acquisition, only in accordance with Ensco’s instructions; (Bii) we shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Rowan Shares to requisition or join in the requisitioning of any general meeting of the Company Rowan for the purposes of voting on any resolution referred to under paragraph (Ai) above, or to require the Company Rowan to give notice of any such meeting, only in accordance with the Offeror's Ensco’s instructions; (Ciii) for the purpose of voting on any resolution referred to under and in accordance with paragraph (Ai) above, we shall, if required by the OfferorEnsco, execute a any form of proxy required by Ensco appointing any person nominated by the Offeror Ensco to attend and vote at the relevant meetings for such purposemeetings; and (Div) without prejudice to paragraph (Ciii), and in the absence of any such requirement by the OfferorEnsco, we shall after the posting of any proxy statement (including any supplement or amendment to the circular joint proxy statement dated 11 December 2018 which was first mailed or otherwise delivered to Ensco shareholders and Rowan shareholders on or about 12 December 2018) to be sent to shareholders of Rowan and/or Ensco concerning the Company containing an explanatory statement in respect of the Scheme Acquisition (the "Scheme Document"“Proxy Statement”) (and without prejudice to any right we have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), ) return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document Proxy Statement (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company Rowan or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme DocumentProxy Statement.

Scheme. 2.1 With effect from the date of this undertaking, we I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to the Offeror that: (Ai) we (to the extent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares on to vote in favour of any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) ("“General Meeting"”) or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) ("“Court Meeting"”) as follows: (i) in favour of any resolution which is necessary to implement the Acquisition; (ii) other than with (to the Offeror's prior consentextent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote against any resolution that might (whether or not amended and whether put on a show of hands or a poll) which is proposed at any General Meeting or any Court Meeting which is reasonably be expected likely to impede, prevent, delay impede or frustrate the Acquisition in any way the Acquisition or the fulfilment of any condition to the Acquisition; and (iii) against which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party); (Biii) we (to the extent I or my spouse hold Shares) I shall, in my capacity as a shareholder of the Company, (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (Ai) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror's ’s instructions; (Civ) for the purpose of voting on any resolution referred to under paragraphs (i) and in accordance with paragraph (Aii) above, we I shall (and shall use reasonable endeavours to procure that my spouse shall), if required by the Offeror, execute a any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the relevant meetings for such purpose; andmeetings; (Dv) (to the extent I or my spouse hold Shares) without prejudice to paragraph (C2(iv), and in the absence of any such requirement by the Offeror, we I shall (and shall use reasonable endeavours to procure that my spouse shall) after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the "“Scheme Document"”) (and without prejudice to any right we I or my spouse have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven ten days after the posting of the Scheme Document; and (vi) (to the extent I or my spouse hold Shares) I shall not (and shall use reasonable endeavours to procure that my spouse shall not) revoke the terms of any proxy executed or returned in accordance with paragraphs 2(iv) and (v), either in writing or by attendance at any General Meeting or Court Meeting or otherwise.

Scheme. 2.1 With effect from the date of this undertaking, we I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Schemein my capacity as a shareholder, to the Offeror that: (A) we I shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) ("“General Meeting"”) or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) ("“Court Meeting") as follows:”): (i) in favour of any resolution necessary to implement the Acquisition; (ii) other than with the Offeror's prior consent, against any resolution that which might reasonably be expected to impede, prevent, delay impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the Acquisition acquisition of any shares in the Company by a third party) or the fulfilment of any condition to the Acquisition; andor (iii) against any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party. only in accordance with the Offeror’s instructions; (B) we I shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (A) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror's ’s instructions; (C) for the purpose of voting on any resolution referred to under and in accordance with paragraph (A) above, we I shall, if required by the Offeror, execute a any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the relevant meetings for such purposemeetings; and (D) without prejudice to paragraph (C), and in the absence of any such requirement by the Offeror, we I shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the "“Scheme Document"”) (and without prejudice to any right we I have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document.

Scheme. 2.1 With effect from the date of this undertaking, we irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to the Offeror that: (A) we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) ("“General Meeting"”) or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) ("“Court Meeting"”) as follows: (i) in favour of any resolution necessary to implement the Acquisition; (ii) other than with the Offeror's ’s prior consent, against any resolution that might reasonably be expected to impede, prevent, delay or frustrate in any way the Acquisition or the fulfilment of any condition to the Acquisition; and (iii) against any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party; (B) we shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (A) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror's ’s instructions; (C) for the purpose of voting on any resolution referred to under and in accordance with paragraph (A) above, we shall, if required by the Offeror, execute a form of proxy appointing any person nominated by the Offeror to attend and vote at the relevant meetings for such purpose; and (D) without prejudice to paragraph (C), and in the absence of any such requirement by the Offeror, we shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the "“Scheme Document"”) (and without prejudice to any right we have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document.

Scheme. 2.1 With effect from the date of this undertaking, we I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Schemein my capacity as a shareholder, to the Offeror that: (A) we I shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to the Shares on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of the Company (including any adjournment thereof) ("General Meeting") or at any meeting of holders of shares in the Company convened by a Court (including any adjournment thereof) ("Court Meeting") as follows:): (i) in favour of any resolution necessary to implement the Acquisition; (ii) other than with the Offeror's prior consent, against any resolution that which might reasonably be expected to impede, prevent, delay impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the Acquisition acquisition of any shares in the Company by a third party) or the fulfilment of any condition to the Acquisition; andor (iii) against any resolution to approve a scheme of arrangement relating to the acquisition of any shares in the Company by a third party. only in accordance with the Offeror’s instructions; (B) we I shall exercise, or, where applicable, procure the exercise of, all rights attaching to the Shares to requisition or join in the requisitioning of any general meeting of the Company for the purposes of voting on any resolution referred to under paragraph (A) above, or to require the Company to give notice of any such meeting, only in accordance with the Offeror's instructions; (C) for the purpose of voting on any resolution referred to under and in accordance with paragraph (A) above, we I shall, if required by the Offeror, execute a any form of proxy required by the Offeror appointing any person nominated by the Offeror to attend and vote at the relevant meetings for such purposemeetings; and (D) without prejudice to paragraph (C), and in the absence of any such requirement by the Offeror, we I shall after the posting of the circular to be sent to shareholders of the Company containing an explanatory statement in respect of the Scheme (the "Scheme Document") (and without prejudice to any right we I have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Scheme Document.