Common use of Use of the IPO Proceeds Clause in Contracts

Use of the IPO Proceeds. (a) The Company will use a portion of the IPO Proceeds to pay (i) underwriting discounts and commissions and structuring fees of $12,512,500 and (ii) other transaction expenses incurred in connection with the Offering of approximately $4,500,000. (b) The Company will contribute $23,739,244 of the IPO Proceeds to Seadrill Operating for further contribution to Seadrill Opco Sub to permit Seadrill Opco Sub to repay its obligations under the Seadrill Canada Payment Obligation and the SMU Payment Obligation. Seadrill Opco Sub will issue 100 of its units to Seadrill Operating in exchange for this contribution. (c) The Company will contribute $38,556,649 of the IPO Proceeds to Seadrill Capricorn Holdings to permit Seadrill Capricorn Holdings to repay its obligations under the Seadrill US Gulf Payment Obligation. Seadrill Capricorn Holdings will issue 1,000 of its units to the Company in exchange for this contribution. (d) The Company distributes the remaining $113,191,607 of the IPO Proceeds to Seadrill in partial consideration for the Company’s interest in each of Seadrill Operating and Seadrill Capricorn Holdings, as such companies are constituted following the contributions and sales by Seadrill and its affiliates at the Initial Effective Time as described above.

Use of the IPO Proceeds. (a) The Company will use a portion of the IPO Proceeds to pay (i) underwriting discounts and commissions and structuring fees of $12,512,500 [—] million and (ii) other transaction expenses incurred in connection with the Offering of approximately $4,500,000[—] million. (b) The Company will contribute $23,739,244 [—] million of the IPO Proceeds to Seadrill Operating for further contribution to Seadrill Opco Sub to permit Seadrill Opco Sub to repay its obligations under the Seadrill Canada Payment Obligation and the SMU Payment Obligation. Seadrill Opco Sub will issue 100 of its units to Seadrill Operating in exchange for this contribution. (c) The Company will contribute $38,556,649 [—] million of the IPO Proceeds to Seadrill Capricorn Holdings to permit Seadrill Capricorn Holdings to repay its obligations under the Seadrill US Gulf Payment Obligation. Seadrill Capricorn Holdings will issue 1,000 of its units to the Company in exchange for this contribution. (d) The Company distributes the remaining $113,191,607 [—] million of the IPO Proceeds to Seadrill in partial consideration for the Company’s interest in each of Seadrill Operating and Seadrill Capricorn Holdings, as such companies are constituted following the contributions and sales by Seadrill and its affiliates at the Initial Effective Time as described above.

Use of the IPO Proceeds. (a) The Company will use a portion of the IPO Proceeds to pay (i) underwriting discounts and commissions and structuring fees of $12,512,500 and (ii) other transaction expenses incurred in connection with the Offering of approximately $4,500,000. (b) The Company will contribute $23,739,244 46,866,465 of the IPO Proceeds to Seadrill Operating for further contribution to Seadrill Opco Sub to permit Seadrill Opco Sub to repay its obligations under the Seadrill Canada Payment Obligation and the SMU Payment Obligation. Seadrill Opco Sub will issue 100 of its units to Seadrill Operating in exchange for this contribution. (c) The Company will contribute $38,556,649 10,200,000 of the IPO Proceeds to Seadrill Capricorn Holdings to permit Seadrill Capricorn Holdings to repay its obligations under the Seadrill US Gulf Payment Obligation. Seadrill Capricorn Holdings will issue 1,000 of its units to the Company in exchange for this contribution. (d) The Company distributes the remaining $113,191,607 118,421,035 of the IPO Proceeds to Seadrill in partial consideration for the Company’s interest in each of Seadrill Operating and Seadrill Capricorn Holdings, as such companies are constituted following the contributions and sales by Seadrill and its affiliates at the Initial Effective Time as described above.