Common use of Surrender and Exchange of Shares Clause in Contracts

Surrender and Exchange of Shares. (a) Following the date of this Agreement and in any event not less than three business days prior to the Effective Time, Rowan Delaware shall select a bank or trust company to act as exchange agent in connection with the Merger (including any successor, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of Rowan Delaware Common Stock ADS or ADRs evidencing one or more ADS and any cash that is payable pursuant to this Article III. (b) The Exchange Agent shall act as the agent for each holder of shares of Rowan Delaware Common Stock to receive the ADS that such holder shall become entitled to receive with respect to such holder’s shares of Rowan Delaware Common Stock pursuant to this Article III. (c) Prior to the Effective Time, Rowan Mergeco or, after the Effective Time, the Surviving Corporation shall deposit or cause to be deposited with the Exchange Agent, from time to time, (i) such number of ADS and/or ADRs evidencing ADS, in such denominations as the Exchange Agent shall specify, as are deliverable pursuant to Section 3.1, and which, unless Rowan Mergeco or the Surviving Corporation shall otherwise determine, may be deposited with the Exchange Agent through the facilities of The Depository Trust Company (“DTC”), and (ii) the amount of cash that is payable pursuant to this Article III, in each case in respect of shares of Rowan Delaware Common Stock for which certificates representing shares of Rowan Delaware Common Stock (“Certificates”) are expected to be properly delivered to the Exchange Agent. (d) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each stockholder who was a stockholder of record immediately prior to the Effective Time of shares of Rowan Delaware Common Stock, a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any Certificates held by such holder, if any, representing such shares of Rowan Delaware Common Stock shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent. (e) Each record holder of shares of Rowan Delaware Common Stock shall be entitled to receive in exchange for such holder’s shares of Rowan Delaware Common Stock, upon (i) surrender to the Exchange Agent of one or more Certificates, if any, (ii) delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and (iii) delivery of such other documents as may be required pursuant to such instructions, the number of whole ADS into which such holder’s shares of Rowan Delaware Common Stock represented by such holder’s properly surrendered shares of Rowan Delaware Common Stock were converted in accordance with Section 3.1 and any cash dividends or other distributions that such holder has the right to receive pursuant to this Article III. (f) If delivery of the ADS is to be made to a person other than the person in whose name a surrendered Certificate, if any, is registered, or, in the case of uncertificated shares of Rowan Delaware Common Stock (“Uncertificated Shares”), to a person other than the person in whose name such Uncertificated Shares are registered, it shall be a condition of delivery that the Certificate, if any, so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment or delivery shall have (i) paid to the Exchange Agent any transfer and other taxes required by reason of the delivery of the ADS to a person other than the registered holder of the Certificate surrendered or (ii) shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. Until a duly completed and validly executed letter of transmittal shall have been received in respect of a share or shares of Rowan Delaware Common Stock and, if such a share or shares are represented by a Certificate, such Certificate shall be duly surrendered, after the Effective Time, each such share shall represent for all purposes only the right to receive upon such receipt of a letter of transmittal and surrender of a Certificate, if any, the applicable ADS as contemplated by this Article III and any cash dividends or other distributions that such holder has the right to receive pursuant to this Article III. (g) At the Effective Time, the stock transfer books of Rowan Delaware shall be closed and thereafter there shall be no further registration of transfers of shares of Rowan Delaware Common Stock that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Exchange Agent shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. (h) Any ADS to be delivered plus any cash dividend or other distribution that a former holder of shares of Rowan Delaware Common Stock has the right to receive pursuant to this Article III that remains unclaimed by any former holder of shares of Rowan Delaware Common Stock after the Effective Time shall be held by the Exchange Agent (or a successor agent appointed by the Surviving Corporation). None of the Surviving Corporation, Rowan UK, the Exchange Agent or any of their affiliates shall be liable to any former holder of shares of Rowan Delaware Common Stock for any securities properly delivered or any amount properly paid by the Exchange Agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, escheat or similar law nine months after the Effective Time. If a letter of transmittal has not been received and a Certificate, if any, has not been surrendered in respect of a share or shares of Rowan Delaware Common Stock as provided in this Article III prior to two years after the Effective Time (or immediately prior to an earlier date on which the ADS in respect of such a share or shares of Rowan Delaware Common Stock would otherwise escheat to or become the property of any governmental entity), any cash, share dividends and distributions otherwise payable in respect thereof shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (i) Dividends or other distributions declared by Rowan UK after the Effective Time with respect to ADS deliverable with respect to the shares of Rowan Delaware Common Stock shall accrue, but shall not be paid to the holder of any Rowan Delaware Common Stock until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Rowan Delaware Common Stock, as provided in this Article III. After such surrender, there shall be delivered and/or paid to the holder of the ADS delivered in exchange therefor, without interest, (i) at the time of surrender, the dividends or other distributions payable with respect to those ADS with a record date on or after the date of the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to those ADS with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender. (j) No holder of Rowan Delaware Common Stock will be entitled to exercise voting or other stockholder rights with respect to ADS deliverable with respect to such Rowan Delaware Common Stock until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Rowan Delaware Common Stock, as provided in this Article III. (k) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable ADS deliverable in respect of the shares of Rowan Delaware Common Stock represented by the Certificate pursuant to this Article III. (l) Each holder of shares of Rowan Delaware Common Stock otherwise entitled to receive a fractional interest in an ADS pursuant to the terms of this Article III shall be entitled to receive, in accordance with the provisions of this Section 3.2(l), a cash payment (without interest) in lieu of such fractional interest in an ADS determined by multiplying the fractional interest in an ADS to which such holder would otherwise be entitled by the closing price for shares of Rowan Delaware Common Stock as reported on the New York Stock Exchange (“NYSE”) on the last trading day prior to the date on which the Effective Time occurs. Any cash payment in lieu of a fractional interest shall be made in U.S. dollars. (m) Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of shares of Rowan Delaware Common Stock pursuant to this Agreement any amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, the Surviving Corporation shall be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any former holder of shares of Rowan Delaware Common Stock, sold this consideration for an amount of cash equal to the fair market value of the consideration at the time of the deemed sale and paid these cash proceeds to the appropriate taxing authority.

Surrender and Exchange of Shares. (a) Following the date of this Agreement and in any event not less than three business days prior to the Effective Time, Rowan Delaware Trillion BC shall select a bank or trust company to act as exchange agent in connection with the Merger (including any successorsuccessor and together with any other bank or trust company also selected by the Surviving Corporation, the “"Exchange Agent”") for the purpose of delivering or causing to be delivered to each holder of Rowan Delaware Common Stock ADS or ADRs evidencing one or more ADS those Common Shares and any cash that is payable in lieu of fractional interests to which such holder shall become entitled to receive with respect to such holder's shares of Common Stock pursuant to this Article III. The Exchange Agent shall act as agent for each holder of shares of Common Stock in connection therewith. (b) The Exchange Agent shall act as the agent for each holder of shares of Rowan Delaware Common Stock to receive the ADS Common Shares that such holder shall become entitled to receive with respect to such holder’s 's shares of Rowan Delaware Common Stock pursuant to this Article III. (c) Prior to At or following the Effective Time, Rowan Mergeco or, after Trillion BC shall cause the Effective Time, the Surviving Corporation shall deposit or cause to be deposited with the Exchange Agent, from time to time, of (i) such number of ADS and/or ADRs evidencing ADSCommon Shares, in such denominations as the Exchange Agent shall specify, as are deliverable pursuant to Section 3.1, 3.1 and which, unless Rowan Mergeco or the Surviving Corporation Trillion BC otherwise determines, shall otherwise determine, may be deposited with the Exchange Agent through the facilities of The Depository Trust Company (“"DTC”"), and (ii) the such amount of cash that is payable pursuant to this Article III, in each case in respect of shares of Rowan Delaware Common Stock for which certificates representing shares of Rowan Delaware Common Stock Certificates (“Certificates”as defined below) are expected to be properly delivered to the Exchange Agent. (d) Except as the Surviving Corporation and Trillion BC shall otherwise determine, all Common Shares and cash in lieu of fractional interests, if any, deliverable in respect of shares of Common Stock held of record (other than such shares held of record by Cede & Co., as nominee for DTC) shall not be delivered to such holders of record directly, but shall be delivered instead to a bank or trust company selected by the Surviving Corporation and Trillion BC that is a participant in the facilities of DTC (the "Custodian"), which Custodian shall initially hold such shares for the benefit of such holders. (e) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each stockholder who was a stockholder record holder of record shares of Common Stock immediately prior to the Effective Time of shares of Rowan Delaware Common StockTime, a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any Certificates held by such holder, if any, holder representing such shares of Rowan Delaware Common Stock shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent. (ef) Each record holder of shares of Rowan Delaware Common Stock that are represented by certificates ("Certificates") shall be entitled to receive in exchange for such holder’s 's shares of Rowan Delaware Common StockStock that are represented by Certificates (excluding the holders of Dissenting Shares as defined herein), upon (i) surrender to the Exchange Agent of one or more Certificates, if any, (ii) delivery of together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and (iii) delivery of such other documents as may be required pursuant to such instructions, the number of whole ADS Common Shares into which such holder’s 's shares of Rowan Delaware Common Stock represented by such holder’s 's properly surrendered shares of Rowan Delaware Common Stock Certificate(s) were converted in accordance with Section 3.1 and any cash dividends or other distributions that such holder has the right to receive pursuant to this Article III. (fg) If delivery of the ADS Common Shares is to be made to a person other than the person in whose name a surrendered Certificate, if any, Certificate is registered, or, in the case of uncertificated shares of Rowan Delaware Common Stock (“Uncertificated Shares”), to a person other than the person in whose name such Uncertificated Shares are registered, it shall be a condition of delivery that the Certificate, if any, Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment or delivery shall have (i) paid to the Exchange Agent any transfer and other taxes required by reason of the delivery of the ADS Common Shares to a person other than the registered holder of the Certificate surrendered or (ii) shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. Until a duly completed and validly executed letter of transmittal shall have been received in respect of a share or shares of Rowan Delaware Common Stock andso surrendered, if such a share or shares are represented by a Certificate, such each Certificate shall be duly surrenderedshall, after the Effective Time, each such share shall represent for all purposes only the right to receive upon such receipt of a letter of transmittal and surrender of a Certificate, if any, the applicable ADS Common Shares as contemplated by this Article III and any cash dividends or other distributions that such holder has the right to receive pursuant to this Article III. (gh) At the Effective Time, the stock transfer books of Rowan Trillion Delaware shall be closed and thereafter there shall be no further registration of transfers of shares of Rowan Delaware Common Stock that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Exchange Agent Surviving Corporation for transfer shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. (hi) Any ADS Common Shares to be delivered plus any cash dividend or other distribution that a former holder of shares of Rowan Delaware Common Stock has the right to receive pursuant to this Article III that remains unclaimed by any former holder of shares of Rowan Delaware Common Stock after the Effective Time shall be held by the Exchange Agent (Agent. Any portion of such securities or a successor agent appointed by funds that remains undistributed to the Surviving Corporation)former holders of shares of Common Stock on the anniversary of the Effective Time shall be delivered to Trillion BC's designee upon demand and any former holder of shares of Common Stock who has not theretofore complied with this Article III shall thereafter look only to Trillion BC for payment of any consideration due to it hereunder. None of the Surviving Corporation, Rowan UKTrillion BC, the Exchange Agent or any of their affiliates shall be liable to any former holder of shares of Rowan Delaware Common Stock for any securities properly delivered or any amount properly paid by the Exchange Agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, property or escheat or similar law nine months after the Effective Time. If a letter of transmittal has not been received and a Certificate, if any, any Certificate has not been surrendered in respect of a share or shares of Rowan Delaware Common Stock as provided in this Article III prior to two years after the second anniversary of the Effective Time (or immediately prior to an earlier date on which the ADS Common Shares in respect of such a share or shares of Rowan Delaware Common Stock the Certificate would otherwise escheat to or become the property of any governmental entity), any cash, share dividends and distributions otherwise payable in respect thereof of the Certificate shall, to the extent permitted by applicable law, become the property of the Surviving CorporationTrillion BC, free and clear of all claims or interest of any person previously entitled thereto. (ij) Dividends No dividends or other distributions declared by Rowan UK after the Effective Time with respect to ADS Common Shares deliverable with respect to the shares of Rowan Delaware Common Stock shall accrue, but shall not be paid to the holder of any Rowan Delaware Common Stock unsurrendered Certificates until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been those Certificates are surrendered in respect of a share or shares of Rowan Delaware Common Stock, as provided in this Article III. After such surrender, there shall be delivered and/or paid to the holder of the ADS Common Shares delivered in exchange therefor, without interest, (i) at the time of surrender, the dividends or other distributions payable with respect to those ADS Common Shares with a record date on or after the date of the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to those ADS Common Shares with a record date on or after the date of the Effective Time Time, but with a payment date subsequent to surrender. (jk) No holder of Rowan Delaware Common Stock will shall be entitled to exercise voting or other stockholder rights with respect to ADS Common Shares deliverable with respect to such Rowan Delaware Common Stock until after a duly completed and validly executed letter of transmittal such holder has been received and a Certificatesurrendered the Certificates, if any, has been surrendered in respect of a share or shares of Rowan Delaware representing such Common Stock, Stock as provided in this Article III. (kl) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s 's compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable ADS Common Shares deliverable in respect of the shares of Rowan Delaware Common Stock represented by the Certificate pursuant to this Article III. (lm) Each holder of shares of Rowan Delaware Common Stock otherwise entitled to receive a fractional interest in an ADS Common Share pursuant to the terms of this Article III shall be entitled to receive, in accordance with the provisions of this Section 3.2(l3.2(m), a cash payment (without interest) in lieu of such fractional interest in an ADS Common Share determined by multiplying the fractional interest in an ADS Common Share to which such holder would otherwise be entitled by the closing price for shares of Rowan Delaware Common Stock as reported on the New York Stock Exchange OTC QB Tier operated by OTC Markets Inc. (“NYSE”"OTCQB") on the last trading day prior to the date on which the Effective Time occurs. For purposes of this Section 3.2(m), all fractional interests to which a single holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. Any cash payment in lieu of a fractional interest shall be made in U.S. dollarsdollars and shall be rounded to the nearest cent. (mn) Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation parties hereto and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of shares of Rowan Delaware Common Stock pursuant to this Agreement any amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, the Surviving Corporation relevant party shall be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any former holder of shares of Rowan Delaware Common Stock, sold this consideration for an amount of cash equal to the fair market value of the consideration at the time of the deemed sale and paid these cash proceeds to the appropriate taxing authority.

Surrender and Exchange of Shares. (a) a. Following the date of this Agreement and in any event not less than three business days prior to the Effective Time, Rowan Aon Delaware shall select a bank or trust company to act as exchange agent in connection with the Merger (including together with any successorother bank or trust company also selected, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of Rowan Aon Delaware Common Stock ADS or ADRs evidencing one or more ADS those Class A Ordinary Shares and any cash that is payable pursuant in lieu of fractional interests to this Article III. (b) The Exchange Agent shall act as the agent for each holder of shares of Rowan Delaware Common Stock to receive the ADS that which such holder shall become entitled to receive with respect to such holder’s shares of Rowan Aon Delaware Common Stock pursuant to this Article III. The Exchange Agent shall act as agent for each holder of shares of Aon Delaware Common Stock in connection therewith. (c) b. Prior to the Effective Time, Rowan Mergeco Mergeco, or, after the Effective Time, the Surviving Corporation Corporation, shall deposit or cause to be deposited with the Exchange Agent, from time to time, (i) such that number of ADS and/or ADRs evidencing ADSClass A Ordinary Shares, in such denominations as the Exchange Agent shall specify, as are deliverable pursuant to Section 3.1, and which, unless Rowan Mergeco or the Surviving Corporation Company shall otherwise determine, may shall be deposited with the Exchange Agent through the facilities of The Depository Trust Company (“DTC”), and (ii) the amount of cash that is payable pursuant to this Article III, in each case in respect of shares of Rowan Aon Delaware Common Stock for which certificates representing shares of Rowan Delaware Common Stock (“Certificates”) Certificates are expected to be properly delivered to the Exchange Agent. (d) c. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each stockholder who was a stockholder of record holder, immediately prior to the Effective Time Time, of shares of Rowan Aon Delaware Common Stock, a form of letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any Certificates shares of Aon Delaware Common Stock that are represented by certificates (“Certificates”) held by such holder, if any, representing such shares of Rowan Aon Delaware Common Stock shall pass, only upon actual and proper delivery of the such Certificates to the Exchange Agent. (e) d. Each record holder of shares of Rowan Aon Delaware Common Stock shall be entitled to receive in exchange for such holder’s shares of Rowan Aon Delaware Common Stock, upon (i1) surrender to the Exchange Agent of one or more Certificatesa Certificate, if any, (ii2) delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and (iii3) delivery of such other documents as may be required pursuant to such instructions, the number of whole ADS Class A Ordinary Shares into which such holder’s shares of Rowan Aon Delaware Common Stock represented by such holder’s properly surrendered shares of Rowan Aon Delaware Common Stock were converted in accordance with Section 3.1 and any cash dividends or other distributions that such holder has the right to receive pursuant to this Article IIISection 3.2(h) and Section 3.2(k). (f) e. If delivery of the ADS Class A Ordinary Shares in respect of shares of Aon Delaware Common Stock is to be made to a person other than the person in whose name a the surrendered Certificate, if any, is registered, or, in the case of uncertificated shares of Rowan Aon Delaware Common Stock (“Uncertificated Shares”), to a person other than the person in whose name such Uncertificated Shares are registered, it shall be a condition of delivery that the Certificate, if any, any so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment or delivery shall have (i) paid to the Exchange Agent any transfer and other taxes required by reason of the delivery of the ADS Class A Ordinary Shares to a person other than the registered holder of the Certificate surrendered or (ii) shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. Until a duly completed and validly executed letter of transmittal shall have been received in respect of a share or shares of Rowan Aon Delaware Common Stock and, if such a share or shares are represented by a Certificate, such Certificate shall be duly surrendered, after the Effective Time, each such share shall represent for all purposes only the right to receive upon such receipt of a letter of transmittal and surrender of a Certificate, if any, the applicable ADS Class A Ordinary Shares as contemplated by this Article III and any cash dividends or other distributions that such holder has the right to receive pursuant to this Article III. (g) f. At the Effective Time, the stock transfer books of Rowan Aon Delaware shall be closed and thereafter there shall be no further registration of transfers of shares of Rowan Aon Delaware Common Stock that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Exchange Agent Surviving Corporation for transfer shall be cancelled canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. (h) g. Any ADS Class A Ordinary Shares to be delivered plus any cash dividend or other distribution that a former holder of shares of Rowan Aon Delaware Common Stock has the right to receive pursuant to this Article III that remains unclaimed by any former holder of shares of Rowan Aon Delaware Common Stock after the Effective Time shall be held by the Exchange Agent (or a successor agent appointed by the Surviving Corporation). Any portion of such securities or funds that remains undistributed to the former holders of shares of Aon Delaware Common Stock at the twelve month anniversary of the Effective Time shall be delivered to the Surviving Corporation, upon demand, or to its designee, and any former holder of shares of Aon Delaware Common Stock who has not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation for payment of any consideration due to it hereunder. None of the Surviving Corporation, Rowan UK, Aon UK or the Exchange Agent or any of their affiliates shall be liable to any former holder of shares of Rowan Aon Delaware Common Stock for any securities properly delivered or any amount properly paid by the Exchange Agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, escheat or similar law nine months after the Effective Time. If a letter of transmittal has not been received and a Certificate, if any, has not been surrendered in respect of a share or shares of Rowan Aon Delaware Common Stock as provided in this Article III prior to two years after the Effective Time (or immediately prior to an earlier date on which the ADS Class A Ordinary Shares in respect of such a share or shares of Rowan Aon Delaware Common Stock would otherwise escheat to or become the property of any governmental entity), ) any cash, share dividends and distributions otherwise payable in respect thereof shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (i) Dividends h. No dividends or other distributions declared by Rowan UK after the Effective Time with respect to ADS Class A Ordinary Shares deliverable with respect to the shares of Rowan Aon Delaware Common Stock shall accrue, but shall not be paid to the any holder of any Rowan Aon Delaware Common Stock until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Rowan Aon Delaware Common Stock, as provided in this Article III. After such surrender, there shall be delivered and/or paid to the holder of the ADS Class A Ordinary Shares delivered in exchange therefor, without interest, (iA) at the time of surrender, the dividends or other distributions payable with respect to those ADS Class A Ordinary Shares with a record date on or after the date of the Effective Time and a payment date on or prior to the date of such this surrender and not previously paid and (iiB) at the appropriate payment date, the dividends or other distributions payable with respect to those ADS Class A Ordinary Shares with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender. (j) i. No holder of Rowan Aon Delaware Common Stock will be entitled to exercise voting or other stockholder rights with respect to ADS Class A Ordinary Shares deliverable with respect to such Rowan Aon Delaware Common Stock until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Rowan Aon Delaware Common Stock, as provided in this Article III. (k) j. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable ADS Class A Ordinary Shares deliverable in respect of the shares of Rowan Aon Delaware Common Stock represented by the Certificate pursuant to this Article III. (l) k. Each holder of shares of Rowan Aon Delaware Common Stock otherwise entitled to receive a fractional interest in an ADS a Class A Ordinary Share pursuant to the terms of this Article III III, shall be entitled to receive, in accordance with the provisions of this Section 3.2(l3.2(k), a cash payment (without interest) in lieu of such that fractional interest in an ADS a Class A Ordinary Share determined by multiplying the fractional interest in an ADS to which such holder would otherwise be entitled by the closing price for shares of Rowan Delaware Common Stock a Class A Ordinary Share as reported on the New York Stock Exchange (“NYSE”) NYSE on the last trading day prior to the date on which the Effective Time occurs. For purposes of this Section 3.2(k), all fractional interests to which a single holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. Any cash payment in lieu of a fractional interest shall be made in U.S. dollarsdollars and shall be rounded to the nearest cent. (m) l. Notwithstanding anything in this Agreement to the contrary, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of shares of Rowan Aon Delaware Common Stock pursuant to this Agreement any amounts as may be required to be deducted and withheld with respect to the making of such this payment under the U.S. Internal Revenue Code of 1986, as amended, or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, the Surviving Corporation shall be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any former holder of shares of Rowan Aon Delaware Common Stock, sold this consideration for an amount of cash equal to the fair market value of the consideration at the time of the deemed sale and paid these cash proceeds to the appropriate taxing authority.

Surrender and Exchange of Shares. (ai) Following the date of this Agreement and in any event not less than three business days prior to the Effective Time, Rowan Delaware Blue shall select a bank or trust company company, reasonably acceptable to Green (such approval not to be unreasonably withheld or delayed), to act as exchange agent in connection with the Merger (including together with any successorother bank or trust company also so selected, the “Exchange Agent”) for the purpose of delivering or causing to be delivered to each holder of Rowan Delaware Blue Common Stock ADS or ADRs evidencing one or more ADS and any cash that is payable pursuant to this Article III. (b) The Exchange Agent shall act as the agent for each holder of shares of Rowan Delaware Green Common Stock to receive and the ADS Cash Consideration that such holder shall become entitled to receive with respect to such holder’s shares of Rowan Delaware Blue Common Stock pursuant to this Article IIISection 2.3. The Exchange Agent shall act as agent for each holder of shares of Blue Common Stock in connection therewith. (cii) Prior Immediately prior to the Effective Timefiling of the Certificate of Merger as contemplated by Section 2.1(b), Rowan Mergeco orat the direction of Green, after the Effective Timethere shall be deposited, the Surviving Corporation shall deposit or cause to be deposited with the Exchange Agent, from time to time, that amount of immediately available cash (isuch cash hereinafter referred to as the “Exchange Fund”) such and number of ADS and/or ADRs evidencing ADS, in such denominations as the Exchange Agent shall specify, shares of Green Common Stock as are deliverable pursuant to Section 3.12.3(a), and which, unless Rowan Mergeco or the Surviving Corporation Green shall otherwise determine, may shall be deposited with the Exchange Agent through the facilities of The Depository Trust Company (“DTC”Company. The Exchange Agent shall invest the Exchange Fund as directed by Green; provided that such investments shall be in obligations of or guaranteed by the United States of America. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 2.3(a)(ii) shall be promptly returned to the Surviving Corporation. To the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to make prompt cash payment under Section 2.3(a)(ii), and (ii) Green shall promptly replace or restore the amount of cash that is payable pursuant to this Article III, in each case in respect of shares of Rowan Delaware Common Stock for which certificates representing shares of Rowan Delaware Common Stock (“Certificates”) are expected to be properly delivered to the Exchange AgentFund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments under Section 2.3(a)(ii). (diii) Promptly after the Effective TimeTime (and in any event within three (3) business days thereafter), the Surviving Corporation shall cause to be mailed by the Exchange Agent to each stockholder who was a stockholder of record holder, immediately prior to the Effective Time Time, of shares of Rowan Delaware Blue Common StockStock that are represented by book entry (“Book Entry Shares”) or represented by certificates (“Certificates”), a form of letter of transmittaltransmittal in customary form (as Green shall reasonably specify after consultation with Blue), which shall specify that delivery shall be effected, and risk of loss and title to any Book Entry Shares or Certificates held by such holder, if any, holder representing such shares of Rowan Delaware Blue Common Stock shall pass, only upon actual and proper delivery of Book Entry Shares or Certificates (or satisfaction of the Certificates replacement requirements in lieu of the Certificates, as provided in Section 2.3(b)(viii)) to the Exchange Agent. (eiv) Each record holder of shares of Rowan Delaware Blue Common Stock that are represented by Book Entry Shares or Certificates shall be entitled to receive in exchange for such holder’s shares of Rowan Delaware Blue Common StockStock that are represented by Book Entry Shares or Certificates (or satisfaction of the replacement requirements in lieu of a Certificate, as provided in Section 2.3(b)(viii)), upon (i) surrender to the Exchange Agent of one a Book Entry Share or more CertificatesCertificate, if any, (ii) delivery of together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and (iii) delivery of such other documents as may reasonably be required pursuant to such instructions, the number of whole ADS into shares of Green Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) and the Cash Consideration deliverable in respect of such holder’s shares of Rowan Delaware Blue Common Stock represented by such holder’s properly surrendered shares Book Entry Shares or Certificates (or satisfaction of Rowan Delaware Common Stock were converted the replacement requirements in lieu of the Certificates, as provided in Section 2.3(b)(viii)) in accordance with Section 3.1 2.3(a), and any cash dividends Book Entry Shares or other distributions that such holder has the right to receive pursuant to this Article IIICertificates so surrendered shall forthwith be canceled, and Green’s register of members shall be updated accordingly. (fv) If delivery of shares of Green Common Stock and the ADS Cash Consideration in respect of shares of Blue Common Stock represented by a Book Entry Share or Certificate is directed by the person in whose name the surrendered Book Entry Share or Certificate is registered to be made to a person other than the person in whose name a the surrendered Certificate, if any, Book Entry Share or Certificate is registered, or, in the case of uncertificated shares of Rowan Delaware Common Stock (“Uncertificated Shares”), to a person other than the person in whose name such Uncertificated Shares are registered, it shall be a condition of delivery that the Certificate, if any, Book Entry Share or Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment or delivery shall have (i) paid to the Exchange Agent any transfer and other taxes Taxes required by reason of the delivery of the ADS shares of Green Common Stock and the Cash Consideration to a person other than the registered holder of the Book Entry Share or Certificate surrendered or (ii) shall have established to the satisfaction of the Exchange Agent that such tax Tax either has been paid or is not applicable. Until a duly completed so surrendered, each Book Entry Share and validly executed letter of transmittal shall have been received in respect of a share or shares of Rowan Delaware Common Stock and, if such a share or shares are represented by a Certificate, such Certificate shall be duly surrenderedshall, after the Effective Time, each such share shall represent for all purposes only the right to receive upon such receipt of a letter of transmittal and surrender of a Certificate, if any, the applicable ADS shares of Green Common Stock and the Cash Consideration, but shall not entitle its holder or any other person to any rights as contemplated by this Article III and any cash dividends a stockholder of Green or other distributions that such holder has the right to receive pursuant to this Article IIIshareholder of Blue. (gvi) At the Effective Time, the stock transfer books of Rowan Delaware Blue shall be closed and thereafter there shall be no further registration of transfers of shares of Rowan Delaware Blue Common Stock that were outstanding prior to the Effective Time. After the Effective Time, Book Entry Shares and Certificates presented to the Exchange Agent Surviving Corporation for transfer shall be cancelled canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section 2.3. The shares of Green Common Stock issued upon the surrender for exchange of Book Entry Shares and Certificates and the payment of the Cash Consideration in accordance with the terms of this Article IIIII shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Blue Common Stock formerly represented by such Book Entry Shares and Certificates. (hvii) Any ADS to be delivered plus any cash dividend or other distribution that a former holder of shares of Rowan Delaware Common Stock has the right to receive pursuant to this Article III that remains unclaimed by any former holder of shares of Rowan Delaware Common Stock after the Effective Time shall be held by the Exchange Agent (or a successor agent appointed by the Surviving Corporation). None of the Surviving Corporation, Rowan UK, the Exchange Agent or any of their affiliates shall be liable to any former holder of shares of Rowan Delaware Common Stock for any securities properly delivered or any amount properly paid by the Exchange Agent or its nominee, as the case may be, to a public official pursuant to applicable abandoned property, escheat or similar law nine months after the Effective Time. If a letter of transmittal has not been received and a Certificate, if any, has not been surrendered in respect of a share or shares of Rowan Delaware Common Stock as provided in this Article III prior to two years after the Effective Time (or immediately prior to an earlier date on which the ADS in respect of such a share or shares of Rowan Delaware Common Stock would otherwise escheat to or become the property of any governmental entity), any cash, share No dividends and distributions otherwise payable in respect thereof shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. (i) Dividends or other distributions declared by Rowan UK after the Effective Time with respect to ADS Green Common Stock deliverable with respect to the shares of Rowan Delaware Blue Common Stock shall accrue, but shall not be paid to the holder of any Rowan Delaware Common Stock unsurrendered Book Entry Shares or Certificates until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been those Book Entry Shares or Certificates are surrendered in respect of a share or shares of Rowan Delaware Common Stock, as provided in this Article IIISection 2.3. After such surrender, there shall be delivered and/or paid to the holder of the ADS Green Common Stock delivered in exchange therefor, without interest, (i) (A) at the time of surrender, the dividends or other distributions payable with respect to those ADS shares of Green Common Stock with a record date on or after the date of the Effective Time and a payment date on or prior to the date of such this surrender and not previously paid paid, and (iiB) at the appropriate payment date, the dividends or other distributions payable with respect to those ADS shares of Green Common Stock with a record date on or after the date of the Effective Time but with a payment date subsequent to surrendersurrender and (ii) at the time of payment and delivery of such shares of Green Common Stock by the Exchange Agent pursuant to Section 2.3(b)(v), all dividends or other distributions with a record date prior to the Effective Time, that have been declared by Blue with respect to the Blue Common Stock in accordance with Section 6.5(b)(iv) hereof in all respects as well as with the other terms of this Agreement, but that have not been paid on such Blue Common Stock. (j) No holder of Rowan Delaware Common Stock will be entitled to exercise voting or other stockholder rights with respect to ADS deliverable with respect to such Rowan Delaware Common Stock until after a duly completed and validly executed letter of transmittal has been received and a Certificate, if any, has been surrendered in respect of a share or shares of Rowan Delaware Common Stock, as provided in this Article III. (kviii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with making of an affidavit of that fact by the replacement requirements established Person claiming such Certificate to be lost, stolen or destroyed and, if requested by Green or the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary form and amount as indemnity against any claim that may be made against it with respect to the CertificateCertificate and compliance with such other reasonable replacement requirements established by the Exchange Agent, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable ADS shares of Green Common Stock and the Cash Consideration deliverable in respect of the shares of Rowan Delaware Blue Common Stock represented by the Certificate pursuant to this Article IIISection 2.3. (l) Each holder of shares of Rowan Delaware Common Stock otherwise entitled to receive a fractional interest in an ADS pursuant to the terms of this Article III shall be entitled to receive, in accordance with the provisions of this Section 3.2(l), a cash payment (without interest) in lieu of such fractional interest in an ADS determined by multiplying the fractional interest in an ADS to which such holder would otherwise be entitled by the closing price for shares of Rowan Delaware Common Stock as reported on the New York Stock Exchange (“NYSE”) on the last trading day prior to the date on which the Effective Time occurs. Any cash payment in lieu of a fractional interest shall be made in U.S. dollars. (mix) Notwithstanding anything in this Agreement to the contrary, each of Green, Merger Sub, Blue, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of shares of Rowan Delaware Blue Common Stock or Blue Stock Awards pursuant to this Agreement any amounts as may be required to be deducted and withheld with respect to the making of such this payment under the Code or under any provision of stateany Tax Law. Blue, local or foreign tax lawthe Surviving Corporation and its Subsidiaries shall cooperate with Green in coordinating the deduction and withholding of any Taxes required to be deducted and withheld under applicable Tax Law, including payroll Taxes relating to payments made in respect of Blue Stock Awards. To the extent that amounts are so withheld and paid over to the appropriate taxing authorityGovernmental Authority, Green, Merger Sub, Blue, the Surviving Corporation or the Exchange Agent, as the case may be, shall be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any former holder of shares of Rowan Delaware Blue Common StockStock or Blue Stock Awards, sold this consideration for an amount of cash equal to the fair market value of the consideration at the time of the deemed sale and paid these cash proceeds to the appropriate taxing authorityGovernmental Authority.