—] Common Units TRANSOCEAN PARTNERS LLC COMMON UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS UNDERWRITING AGREEMENT

Exhibit 1.1

[—] Common Units

TRANSOCEAN PARTNERS LLC

COMMON UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS

UNDERWRITING AGREEMENT

July [—], 2014

Xxxxxx Xxxxxxx & Co. LLC

Barclays Capital Inc.

as Representatives of the Several Underwriters

named in Schedule I hereto

c/o Morgan Xxxxxxx & Co. LLC

0000 Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

c/o Barclays Capital Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Transocean Partners Holdings Limited, a Cayman Islands exempted company (the “Selling Unitholder”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, [—] common units (the “Firm Units”) of Transocean Partners LLC, a Xxxxxxxx Islands limited liability company (the “Company”), each representing a limited liability company interest in the Company (the “Common Units”).

The Selling Unitholder also proposes to sell to the several Underwriters not more than an additional [—] Common Units representing limited liability company interests in the Company (the “Additional Units”) if and to the extent that you, as Representatives of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Units granted to the Underwriters in Section 3 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.”

Prior to the execution hereof:

(i) Transocean Ltd., a Swiss corporation (“Transocean”), owns 100% of the issued and outstanding share capital of Transocean Inc., a Cayman Islands corporation (“Transocean Inc.”);

(ii) Transocean Inc. formed the Selling Unitholder;

(iii) the Selling Unitholder formed the Company;

(iv) the Selling Unitholder formed Triton RIGP DCL Holdings Limited, a Cayman Islands exempted company (“RIGP DCL Holdings”), Triton RIGP DIN Holdings Limited, a Cayman Islands exempted company (“RIGP DIN Holdings”), Triton RIGP DD3 Holdings Limited, a Cayman Islands exempted company (“RIGP DD3 Holdings” and, together with DCL RIGP Holdings and RIGP DIN Holdings, the “Holding OwnCos”);

(v) the Selling Unitholder formed Transocean RIGP DCL Opco Limited, a Cayman Islands exempted company (“RIGP DCL OPCO”), Transocean RIGP DIN Opco Limited, a Cayman Islands exempted company (“RIGP DIN OPCO”), Transocean RIGP DD3 Opco Limited, a Cayman Islands exempted company (“RIGP DD3 OPCO” and, together with RIGP DCL OPCO and RIGP DIN OPCO, the “Holding OpCos” and, together with the Holding OwnCos, the “Holding Companies”);

(vi) RIGP DCL Holdings, RIGP DIN Holdings and RIGP DD3 Holdings, as applicable, formed Triton RIGP DCL Holdco Limited, a UK limited company (“RIGP DCL Holdco”), Triton RIGP DIN Holdco Limited, a UK limited company (“RIGP DIN Holdco”), and Triton RIGP DD3 Holdco Limited, a UK limited company (“RIGP DD3 Holdco” and, together with RIGP DCL Holdco and RIGP DIN Holdco, the “Rig Owning Companies”), respectively;

(vii) Transocean Offshore Deepwater Drilling Inc., a Delaware corporation (“TODDI”), formed Transocean RIGP DCL LLC, a Delaware limited liability company (“DCL LLC”), Transocean RIGP DIN LLC, a Delaware limited liability company (“DIN LLC”), and Transocean RIGP DD3 LLC, a Delaware limited liability company (“DD3 LLC” and, together with DCL LLC and DIN LLC, the “Rig Operating Companies” and, together with the Holding Companies and the Rig Owning Companies, the “RigCos”);

(viii) TODDI assigned the drilling contracts for Discoverer Clear Leader, Discoverer Inspiration, and Development Driller III to DCL LLC, DIN LLC and DD3 LLC, respectively;

(ix) Discoverer Clear Leader was owned by Triton Asset Leasing GmbH, a Swiss limited liability company (the “Initial DCL Owner”);

(x) Discoverer Inspiration was owned by Triton Nautilus Asset Leasing GmbH, a Swiss limited liability company (the “Initial DIN Owner”);

(xi) Development Driller III was owned by GlobalSantaFe Leasing Services GmbH, a Swiss limited liability company (the “Initial DD3 Owner” and, together with the Initial DCL Owner and the Initial DIN Owner, the “Initial Rig Owners”);

(xii) each Initial Rig Owner sold the applicable Rig (as defined below) to the Selling Unitholder in exchange for promissory notes issued by Transocean Inc. and the assumption by the Selling Unitholder of certain royalty obligations related to the dual-activity patent owned by TODDI;

(xiii) the Selling Unitholder contributed each of the Rigs to its corresponding Holding OwnCo in exchange for newly issued stock of the applicable Holding OwnCo;

(xiv) each of the Holding OwnCos contributed the applicable Rig to the Cayman Islands branch of its corresponding Rig Owning Company in exchange for newly issued stock of the applicable Rig Owning Company;

(xv) Transocean Inc. issued to the Selling Unitholder promissory notes in exchange for a promissory note from the Selling Unitholder;

(xvi) the Selling Unitholder contributed a promissory note to each of the Holding OpCos in exchange for newly issued stock of the applicable Holding OpCo;

(xvii) the Company executed a 364-day note payable of $[ ] million (the ‘Working Capital Note Payable”) in favor of Transocean Financing GmbH, a Swiss corporation (“Transocean Financing”);

(xviii) TODDI entered into the Customer Receivables Guarantee with respect to certain customer receivables held by the Rig Operating Companies (the “Customer Receivable Guarantees”);

(xix) the Company and the Selling Unitholder entered into a Contribution, Conveyance and Assumption Agreement, dated as of July [•], 2014 (the “Contribution Agreement” and, together with the various transfer agreements, intercompany payment obligations, assignments, conveyances, contribution agreements and related documents contemplated thereby, including the Bills of Sale (as defined below), the “Contribution Documents”), pursuant to which:

a. the Selling Unitholder contributed a 51% interest in each of the Holding OwnCos and Holding OpCos to the Company in exchange for (1) the issuance to the Selling Unitholder of: (1) [•] Common Units and [•] subordinated units (the “Subordinated Units”) (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”), representing a 60% and a 40% limited liability company interest in the Company, respectively, (2) the non-economic Transocean Member Interest (as defined in the Company LLC Agreement (as defined herein)) in the Company (the “Non-Economic Interest”) and (3) 100% of the Company’s Incentive Distribution Rights (as defined in the Company LLC Agreement) (the “Incentive Distribution Rights”) and (2) cash proceeds of $[ ] million; and

b. the Holding OpCos will, prior to the Firm Closing Date, acquire from TODDI the applicable Rig Operating Companies in exchange for promissory notes of Transocean Inc.; and

(xx) the Second Amended and Restated Limited Liability Company Agreement of the Company (the “Company LLC Agreement”) took effect as of July [•], 2014.

Items (i) through (xx) are hereinafter collectively referred to as the “Pre-Signing Transactions.”

Discoverer Inspiration, Discoverer Clear Leader and Development Driller III are hereinafter collectively referred to as the “Rigs.” The Rigs and related assets owned and operated by the RigCos, as described more particularly in the Registration Statement, the Time of Sale Prospectus and the Prospectus (as defined herein) are collectively referred to as the “Contributed Business.”

It is understood and agreed to by all parties hereto that, prior to or on the Firm Closing Date (as defined herein), the following transactions will occur:

1. Each of the Rig Operating Companies will enter into an Assignment and Xxxx of Sale (each a “Xxxx of Sale”) with TODDI;

2. The Transocean Parties and the Company Entities will enter into an omnibus agreement (the “Omnibus Agreement”), which will set forth certain agreements concerning competition among the parties thereto and concerning the indemnification of the Company for certain liabilities following the closing of the offering;

3. The Company, the Holding Companies and the Rig Operating Companies will enter into a Master Services Agreement (the “TODDI Master Services Agreement”) with TODDI and the Company and the Rig Owning Companies will enter into a Master Services Agreement (the “TPHL Master Services Agreement” and, together with the TODDI Master Services Agreement, the “Master Services Agreements”) with the Selling Unitholder;

4. The Company will enter into a Support Agreement (the “Support Agreement”) with Transocean AMA JLT;

5. [•] will enter into a Secondment Agreement (the “Secondment Agreement”) with [•];

6. The Company will enter into a five-year revolving credit agreement (the “Five-Year Revolving Credit Facility”) with Transocean Financing; and

7. The public offering of the Units contemplated hereby will be consummated.

Items 1 through 7 are hereinafter collectively referred to as the “Post-Signing Transactions.” The Pre-Signing Transactions and the Post-Signing Transactions are hereinafter collectively referred to as the “Transactions.”

The Company and the RigCos are hereinafter collectively referred to as the “Company Entities.” Transocean, Transocean Inc., the Selling Unitholder and the Company Entities are hereinafter referred to as the “Transocean Parties.” The Initial Rig Owners, TODDI, Transocean Financing and the Transocean Parties are hereinafter collectively referred to as the “Transocean Entities.”

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (Registration No. 333-196958), including a prospectus, relating to the Units. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of Units (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Common Units pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus contained in the Registration Statement at the time of its effectiveness, together with the documents and pricing information set forth in Schedule II hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof. “Applicable Time” means [—] (New York City time) on July [—], 2014.

1. Representations and Warranties of the Company. The Transocean Parties, jointly and severally, represent and warrant to, and agree with each of the Underwriters that:

(a) Registration. The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Transocean Parties, threatened by the Commission.

(b) No Material Misstatements or Omissions. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the Firm Closing Date and each Option Date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement, as of the time that it became effective, complied and the Prospectus, when it is first filed with the Commission pursuant to Rule 424(b) under the Securities Act, on the Firm Closing Date and on each Option Date, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Units in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Firm Closing Date and on each Option Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) as of the Applicable Time, each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) on the date of the Prospectus and any amendment or supplement thereto and on the Firm Closing Date and on any Option Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 11(b) hereof.

(c) Ineligible Issuer; Free Writing Prospectus. The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(d) Issuer Free Writing Prospectus. Each issuer free writing prospectus as defined in Rule 433(h) under the Securities Act (an “Issuer Free Writing Prospectus”) does not include any information that conflicts with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 11(b) hereof.

(e) Formation, Good Standing and Foreign Qualification of the Transocean Parties. Each of the Transocean Entities has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company, corporation or other entity, as applicable, in good standing under the laws of its respective jurisdiction of formation or incorporation with all limited liability company, limited partnership, corporate or other entity power and authority, as applicable, to enter into and perform its obligations under the Operative Agreements (as defined herein) to which it is a party, to own or lease and to operate its properties currently owned or leased to be owned or leased on the Firm Closing Date and any Option Closing Date and to conduct its business as currently conducted or as to be conducted on the Firm Closing Date and any Option Closing Date, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each of the Transocean Entities is, and at the Firm Closing Date and any Option Closing Date will be, duly qualified to do business as a foreign limited partnership, limited liability company, corporation or other entity, as applicable, and is in good standing under the laws of each jurisdiction that requires, and at the Firm Closing Date and any Option Closing Date will require, such qualification or registration except where the failure to be so qualified or registered would not, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, securityholders’ equity, results of operations, business or properties of the Company Entities taken as a whole (a “Material Adverse Effect”) or (ii) subject the members of the Company to any material liability or disability.

(f) Ownership of Transocean Inc. Transocean directly owns, and at the Firm Closing Date and any Option Closing Date, Transocean will directly own 100% of the issued and outstanding shares of capital stock of Transocean Inc. free and clear of all liens, encumbrances, security interests, charges, equities or other claims (“Liens”).

(g) Ownership of the Selling Unitholder. Transocean Inc. directly owns, and at the Firm Closing Date and any Option Closing Date, Transocean Inc. will directly own 100% of the issued and outstanding shares of the Selling Unitholder; such shares have been duly authorized and validly issued in accordance with the Memorandum and Articles of Association of the Selling Unitholder (as the same may be amended and restated at or prior to the Firm Closing Date, the “Selling Unitholder Governing Documents”) and are fully paid (to the extent required by the Selling Unitholder Governing Documents) and non-assessable; and Transocean Inc. owns such shares free and clear of all Liens.

(h) Ownership of the Company. The Selling Unitholder owns, and on the Firm Closing Date, immediately prior to the closing, the Selling Unitholder will own the Sponsor Units; such Sponsor Units, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with the Company LLC Agreement and will be fully paid (to the extent required under the Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of The Republic of The Xxxxxxxx Islands Limited Liability Company Act of 1996 (the “Xxxxxxxx Islands LLC Act”) and except as may otherwise be provided in the Company LLC Agreement); and the Selling Unitholder owns and will own the Sponsor Units free and clear of all Liens. On the Firm Closing Date, after giving effect to the sale by the Selling Unitholder of the Firm Units, the Selling Unitholder will own [—] Common Units and [—] Subordinated Units (the “Retained Sponsor Units”) free and clear of all Liens.

(i) Ownership of the Non-Economic Interest and the Incentive Distribution Rights. The Selling Unitholder owns, and on the Firm Closing Date and any Option Closing Date thereafter, the Selling Unitholder will own the Non-Economic Interest and 100% of the Incentive Distribution Rights; such Non-Economic Interest and Incentive Distribution Rights, and the limited liability company interests represented thereby, have been duly authorized and validly issued in accordance with the Company LLC Agreement and are fully paid (to the extent required under the Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act and except as may otherwise be provided in the Company LLC Agreement); and the Selling Unitholder owns and will own the Non-Economic Interest and the Incentive Distribution Rights, respectively, free and clear of all Liens.

(j) Ownership of the Holding Companies. On the date hereof and at the Firm Closing Date and any Option Date, (A) the Company directly owns and will directly own 51% of the share capital in each of the Holding Companies and (B) the Selling Unitholder owns and will directly own 49% of the share capital of each of the Holding Companies; such share capital has been duly authorized and validly issued in accordance with the organizational documents of the applicable Holding Company (as the same may be amended and restated at or prior to the Closing Date, the “Holding Companies Organizational Documents”) and is fully paid (to the extent required by the applicable Holding Companies Organizational Documents) and non-assessable; and the Company and the Selling Unitholder owns and will own such share capital free and clear of all Liens.

(k) Ownership of the Rig Owning Companies. On the date hereof and at the Firm Closing Date and any Option Date, the Holding OwnCos own and will own, directly or indirectly, 100% of the equity interests in each of the Rig Owning Companies; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of the applicable Rig Owning Company (as the same may be amended or restated at or prior to the Closing Date, the “Rig Owning Companies Organizational Documents”) and are fully paid (to the extent required under the Rig Owning Companies Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Rig Owning Companies); and the Holding OwnCos owns and will own such equity interests free and clear of all Liens.

(l) Ownership of the Rig Operating Companies. On or before the Firm Closing Date, after giving effect to the Transactions, and at the Firm Closing Date and any Option Date, the Holding OpCos will own, directly or indirectly, all of the issued and outstanding limited liability company interests in each of the Rig Operating Companies; such limited liability company interests will be duly authorized and validly issued in accordance with the limited liability company agreement of the applicable Rig Operating Company (as the same may be amended or restated at or prior to the Closing Date, the “Rig Operating Companies LLC Agreements”) and will be fully paid (to the extent required under the applicable Rig Operating Companies LLC Agreements) and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act); and the Holding OpCos will own such limited liability company interests free and clear of all Liens.

(m) No Other Subsidiaries. Except as described in Sections 1(h), 1(i), 1(j), 1(k) and 1(l), none of the Company Entities own or, on the Firm Closing Date or any Option Closing Date, will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

(n) Authority. Each of the Transocean Parties has all requisite power and authority to execute and deliver this Agreement and to perform its requisite obligations hereunder. On the Firm Closing Date and any Option Closing Date, all corporate, partnership and limited liability company or other entity action, as the case may be, required to be taken by the applicable Transocean Entities or any of their securityholders, members or partners, as the case may be, for the authorization, issuance, sale and delivery of the Units, the Sponsor Units, the Non-Economic Interest and the Incentive Distribution Rights, the execution and delivery by the applicable Transocean Entities of the Operative Agreements and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Operative Agreements to take place as of or prior to the Firm Closing Date, shall have been validly taken.

(o) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Transocean Parties.

(p) Authorization and Enforceability of the Operative Agreements.

(i) On or before the date hereof:

(A) the Selling Unitholder Governing Documents have been duly authorized, executed and delivered by Transocean Inc. and is a valid and legally binding agreement of Transocean Inc., enforceable against Transocean Inc. in accordance with its terms;

(B) the Company LLC Agreement has been duly authorized, executed and delivered by the Selling Unitholder and is valid and legally binding agreement of the Selling Unitholder, enforceable against the Selling Unitholder in accordance with its terms;

(C) each of the Holding Companies Organizational Documents, the Rig Owning Companies Organizational Documents and the Rig Operating Companies LLC Agreements have been duly authorized, executed and delivered by the appropriate Transocean Entity and each such agreement is valid and legally binding agreement of each such Transocean Entity, enforceable against each party thereto in accordance with the terms of such agreement;

(D) each of the Contribution Documents has been duly authorized, executed and delivered by the Transocean Entities party thereto, and each such agreement is a valid and legally binding agreement of each such Transocean Entity, enforceable against such Transocean Entities in accordance with its terms;

(E) the Working Capital Note Payable has been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and is valid and legally binding agreements of each of them, enforceable against each of them in accordance with their terms;

(F) the Customer Receivables Guarantees have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and are the valid and legally binding agreements of each of them, enforceable against each of them in accordance with their terms; and

(G) the Assignment and Xxxx of Sale Agreements have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and are the valid and legally binding agreements of each of them, enforceable against each of them in accordance with their terms.

(ii) On or before the Firm Closing Date:

(A) the Omnibus Agreement will have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms;

(B) the Master Services Agreements will have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with their terms;

(C) the Secondment Agreement will have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with their terms;

(D) the Support Agreement will have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and will be valid and legally binding agreements of each of them, enforceable against each of them in accordance with their terms; and

(E) the Five-Year Revolving Credit Facility will have been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and will be a valid and legally binding agreement of each of them, enforceable against each of them in accordance with its terms.

provided, however, that with respect to each agreement described in this Section 1(p), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy.

The agreements described in clauses (i)(A) through (i)(C) of this Section 1(p)) are herein collectively referred to as the “Organizational Documents.” The Organizational Documents, together with the agreements described in clauses (i)(D) through (i)(G) and (ii)(A) through (ii)(E) of this Section 1(p), are herein collectively referred to as the “Operative Agreements.”

(q) Authorization of Covered Agreements. Each agreement listed on Exhibit A hereto (each as amended, collectively, the “Covered Agreements”) has been duly authorized, executed and delivered by each of the Transocean Entities party thereto, and, assuming the due authorization, execution and delivery by the other parties thereto, each is and will be at the Firm Closing Date and any Option Closing Date, a valid and legally binding agreement of such Transocean Entity, enforceable against such Transocean Entity in accordance with its terms; provided, however, that with respect to each Covered Agreement, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, contribution and exoneration provisions contained in any of such Covered Agreements may be limited by applicable laws and public policy.

(r) Description of Units. The Units, when delivered in accordance with the terms of this Agreement and the Company LLC Agreement against payment therefor as provided herein and therein, will conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(s) Capitalization. At the Firm Closing Date, assuming no exercise of the option provided in Section 3, the issued and outstanding limited liability company interests of the Company will consist of [—] Common Units, [—] Subordinated Units, the Non-Economic Interest and the Incentive Distribution Rights. Assuming no exercise of the option provided in Section 3, other than the Retained Sponsor Units, the Non-Economic Interest and the Incentive Distribution Rights, the Firm Units will be the only limited liability company interests of the Company issued and outstanding on the Firm Closing Date. Except for any Common Units sold by the Selling Unitholder pursuant to the option provided in Section 3 and other than the Retained Sponsor Units, the Non-Economic Interest and the Incentive Distribution Rights, the Firm Units will be the only limited liability company interests in the Company issued and outstanding, on any Option Closing Date.

(t) Authorization of the Units. At the Firm Closing Date and any Option Closing Date, the Firm Units and the Additional Units, as the case may be, and the limited liability company interests represented thereby will be duly authorized by the Company LLC Agreement and will be validly issued, fully paid (to the extent required under the Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act and except as may otherwise be provided in the Company LLC Agreement).

(u) No Preemptive or Registration Rights. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity interests in the Company Entities or (ii) outstanding options or warrants to purchase any securities of the Company Entities. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Company.

(v) Absence of Violations or Defaults. None of the Transocean Entities is (i) in violation of its agreement of limited partnership, limited liability company agreement, certificate of incorporation or bylaws or other organizational documents, (ii) in violation of any statute, law, rule or regulation or any order, judgment, decree or injunction of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Transocean Entities or any of their properties or assets or (iii) in breach, default (or an event that, with notice or lapse of time or both, would constitute such a default) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument relating to the Contributed Business to which it is a party or by which it or any of its properties may be bound, which in the case of clauses (ii) and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of any of the Transocean Entities to perform their obligations under this Agreement or the Operative Agreements or the Covered Agreements.

(w) No Conflicts. None of (i) the offering and sale by the Selling Unitholder of the Units to be sold to the Underwriters pursuant to the terms of this Agreement, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements by the Transocean Entities party hereto or thereto, or (iii) the consummation of the transactions contemplated hereby or thereby (A) conflicts or will conflict with or constitutes or will constitute a violation of any Organizational Documents of any of the Transocean Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, contract, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Transocean Entities is a party or by which any of them or any of their respective properties may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Transocean Entities or any of their properties or assets in a proceeding to which any of them or their property is a party or (D) resulted, results or will result in the creation or imposition of any Lien upon any property or assets of any of the Transocean Parties, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect or would materially impair the ability of the Transocean Entities to consummate the transactions provided for in this Agreement or the Operative Agreements.

(x) No Consents. No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over any of the Transocean Entities or any of their properties or assets is required in connection with (i) the offering or sale by the Selling Unitholder of the Units, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements or the fulfillment of the terms hereof or thereof by the Transocean Entities party hereto or thereto or (iii) the consummation of any other transactions contemplated by this Agreement or the Operative Agreements, except (A) for such permits, consents, approvals, filings and similar authorizations required under the Act, the Exchange Act, state securities or “Blue Sky” laws of any jurisdiction or the rules of the Financial Industry Regulatory Authority, Inc., (B) such consents that have been, or prior to the Firm Closing Date will be, obtained, (C) for such consents that, if not obtained, would not individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of the Transocean Entities to consummate the transactions provided for in this Agreement or the Operative Agreements and (D) as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(y) Sufficiency of the Contribution Documents. The Contribution Documents were or will be legally sufficient to transfer or convey to, or vest in, the Company Entities satisfactory title to, or valid rights to use or manage, all properties not already held by them that are, individually or in the aggregate, required to enable the Company Entities to conduct their operations (including the Contributed Business) in all material respects as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus, subject to the conditions, reservations, encumbrances and limitations described therein or contained in the Operative Agreements. The Company Entities, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, assets, properties, liabilities and operations of the Contributed Business.

(z) No Material Adverse Change in Business. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company Entities, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) none of the Company Entities have incurred any material liability or obligation, direct or contingent nor entered into any material transaction; (ii) no Company Entity has purchased any of its outstanding equity interests, nor declared, paid or otherwise made any dividend or distribution of any kind on its equity interests other than ordinary and customary dividends; and (iii) there has not been any material change in the equity, short-term debt or long-term debt of the Company Entities, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

(aa) Financial Statements; Non-GAAP Financial Measures. The historical financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby and on the basis stated therein, as of the dates and for the periods indicated; such financial statements comply as to form with the applicable accounting requirements of Regulation S-X under the Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary historical financial and operating information set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Summary—Summary Financial and Operating Data” and the selected historical, financial, and operating information under the caption “Selected Financial and Operating Data” is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements, as applicable, from which it has been derived. The pro forma balance sheet included in the Registration Statement, the Time of Sale Prospectus and the Prospectus complies as to form with the applicable accounting requirements of Regulation S-X under the Act and includes assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma balance sheet included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable.

(bb) Projections. The financial forecast included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been properly compiled on the basis described therein and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

(cc) Independent Registered Public Accounting Firm. Ernst & Young LLP, who has audited certain financial statements included in the Time of Sale Prospectus and the Prospectus of the Company and its combined predecessors and delivered its reports with respect thereto, is an independent registered public accounting firm with respect to such entities within the meaning of the Act and the applicable published rules and regulations thereunder and the rules and regulations of the Public Company Accounting Oversight Board (“PCAOB”).

(dd) Absence of Proceedings. There is no (i) action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of any of the Transocean Parties, threatened, to which any of the Transocean Entities is or may be a party or to which the Contributed Business or property of any of the Transocean Entities is or may be subject that would be required to be disclosed in the Registration Statement, which is not adequately disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as required, (ii) statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency with respect to any Transocean Entity or (iii) injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction, to which any of the Transocean Entities is or may be subject that could, individually or in the aggregate, reasonably be expected to (A) have a Material Adverse Effect, (B) prevent or result in the suspension of the offering and sale of the Units or (C) in any manner draw into question the validity of this Agreement or any Operative Agreement.

(ee) Prospectuses. The Time of Sale Prospectus and Prospectus complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(ff) Investment Company Act. None of the Company Entities is, and after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of the Company Entities will be, an “investment company” or a company “controlled by” an “investment company,” each as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(gg) Environmental Laws. Each of the Transocean Parties (i) is in compliance with any and all applicable foreign, federal, state and local laws, regulations, notifications under leases, orders, judgments, Consent Decrees or agreements with Governmental Authorities, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws, or has contracted with customers reasonably believed to have received all permits, licenses or other approvals required for the Transocean Entities to conduct their business and operations in compliance with applicable Environmental Laws, to conduct their respective businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except

where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.

(hh) Environmental Liabilities. There are no circumstances, occurrences, costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or failure of compliance or default with or under any Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect.

(ii) Certain Relationships and Related Transactions. No relationship, direct or indirect, exists between or among any Transocean Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Transocean Entity, on the other hand, that is required to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus but is not so described.

(jj) Compliance with the Xxxxxxxx-Xxxxx Act. On the Firm Closing Date and any Option Closing Date, the Company will be in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, the rules and regulations promulgated in connection therewith and the rules and regulations of the New York Stock Exchange that are effective and applicable to the Company.

(kk) RigCo Distributions. No RigCo is currently prohibited, directly or indirectly, from paying any distributions to the Company or any subsidiary of the Company, from making any other distribution on such RigCo’s equity interests, from repaying to the Company any loans or advances to such RigCo from the Company or from transferring any of such RigCo’s property or assets to the Company or any other subsidiary of the Company.

(ll) Foreign Corrupt Practices Act. No Transocean Entity, nor any director, officer or affiliate of, nor, to the knowledge of the Transocean Entities, any employee or agent of any Transocean Entity or its affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value (including any fee, sample, travel expense, entertainment, service, loan, rebate, kickback, donation, grant, or other payment or support in cash or in kind), directly or indirectly, to any “government official” (including any officer, official, agent, or employee of a government (federal, state, or local) or government-owned, -operated, or -controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or the decision of a government official, to obtain or retain business or favorable government action, or to secure an improper advantage; and the Transocean Entities and their affiliates have conducted their businesses in compliance with applicable anti-corruption laws, to include the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, and all anti-corruption laws applicable in the countries in which the Transocean Entities and their affiliates operate, and have instituted and maintain and will continue to maintain policies and procedures and internal control systems reasonably sufficient to promote and achieve compliance with such laws.

(mm) Money Laundering Laws. The operations of the Transocean Entities are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where any of the Transocean Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Transocean Entities with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Transocean Parties, threatened.

(nn) OFAC. (i) None of the Transocean Entities nor, to the knowledge of the Transocean Parties, any director, officer, employee, agent or affiliate of a Transocean Entities, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).

(ii) None of the Transocean Entities have knowingly engaged in, is now knowingly engaged in, nor will engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(oo) Possession of Intellectual Property. Except as would not result in a Material Adverse Effect, (i) the Transocean Entities own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the Contributed Business, and (ii) the Transocean Entities have not received any written notice of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property.

(pp) Title to Property. At the Firm Closing Date and any Option Closing Date, the Company Entities will have good title to all personal property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus to be owned by the Company Entities, and each of the RigCos hold, directly or indirectly, the interest in the applicable Rig set forth opposite its name on Exhibit B, in each case free and clear of all Liens except (i) as

described, and subject to the limitations contained, in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (ii) that arise from indebtedness expressly assumed by the Company Entities pursuant to the Contribution Documents or (iii) as do not materially affect the value of such property, taken as a whole, and do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (the Liens described in clauses (i) through (iii) above being “Permitted Liens”); provided that with respect to any interest in real property and buildings held under lease by Company Entities, such real property and buildings are held under valid and subsisting and enforceable leases (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

(qq) Rig Registration. As of the Firm Closing Date and any Option Closing Date, each Rig will be duly registered under the laws of the jurisdiction set forth on Exhibit B in the name of the applicable entity identified on Exhibit B, free and clear of all Liens.

(rr) Absence of Labor Disputes. No labor problem or dispute with the employees of any Transocean Entity exists, or, to the knowledge of the Transocean Parties, is threatened or imminent, and none of the Transocean Parties is aware of any existing or imminent labor disturbance by the employees of any of the Transocean Entities’ principal suppliers, manufacturers, contractors or customers, which, in any case, would reasonably be expected to have a Material Adverse Effect.

(ss) Insurance. The Transocean Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as are generally deemed reasonably adequate and customary for their business, and all such insurance is in full force and effect. The Transocean Entities have no reason to believe that they will not be able to (i) renew their existing insurance coverage as and when such policies expire or (ii) obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.

(tt) Governmental Licenses. Except as described in or contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Transocean Parties possess such permits, licenses, approvals, consents and other authorizations excluding those applicable under Environmental Laws (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the Contributed Business, except where the failure so to possess would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Transocean Entities are in material compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the Transocean

Parties have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. To the knowledge of the Transocean Parties, the charter parties to the Charter Agreements possess, or reasonably expect to possess in the ordinary course of business as necessary, the Governmental Licenses that are the responsibility of the charter parties to obtain pursuant to the terms of the Charter Agreements.

(uu) Books and Records. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(vv) Private Placement. The sale and issuance of the Sponsor Units and the Incentive Distribution Rights to the Selling Unitholder are exempt from the registration requirements of the Act and the securities laws of any state having jurisdiction with respect thereto, and none of the Transocean Parties has taken or will take any action that would cause the loss of such exemption. Except for the sale and issuance of the Sponsor Units and the Incentive Distribution Rights to the Selling Unitholder or as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not sold, issued or distributed any securities during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act.

(ww) Statistical and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the Time of Sale Prospectus and the Prospectus or the Prospectus are based on or derived from sources that the Company reasonably believes to be reliable and accurate.

(xx) Offering Materials. None of the Transocean Entities has distributed or, prior to the later to occur of the Firm Closing Date, any Option Closing Date and the completion of the distribution of the Units, will not distribute any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with this Agreement, any other materials, if any, permitted by the Act, including Rule 134 thereunder.

(yy) NYSE Listing. The Units have been approved to be listed on the New York Stock Exchange, subject to official notice of issuance.

(zz) Tax Status. Each of the Company and the RigCos either (i) is by default classified as an association taxable as a corporation for U.S. federal income tax purposes and has not filed an election with the Internal Revenue Service to change such default classification or (ii) has filed or will file an election with the Internal Revenue Service to be classified as an association taxable as a corporation for U.S. federal income tax purposes, which election, in the case of a RigCo, shall be effective no later than the date that is immediately after the date on which such RigCo is directly or indirectly acquired by the Company.

(aaa) No Finder’s Fee. Except for the Underwriters’ discounts and commissions payable by the Selling Unitholder to the Underwriters in connection with the offering of the Units contemplated herein, there are no contracts, arrangements or understandings between any Transocean Party and any person that would give rise to a valid claim against any Transocean Party or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the offering of the Units.

(bbb) Absence of Manipulation. None of the Transocean Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.

(ccc) PFIC Status. Based on its current and projected method of operation, and an opinion of its U.S. counsel, the Company should not be a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for the taxable year ending December 31, 2014, and the Company reasonably expects that it will not be treated as a PFIC for any future tax year.

(ddd) Payment of Taxes. Each of the Company Entities has filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or has requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and has paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a Material Adverse Effect.

(eee) Emerging Growth Company Status. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

(fff) Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communication with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

2. Additional Representations and Warranties of the Selling Unitholder. The Selling Unitholder further represents and warrants to and agrees with each of the Underwriters that:

(a) Authority of the Selling Unitholder. The Selling Unitholder has all requisite company power and authority to sell and deliver the Units to the Underwriters in accordance with and upon the terms and conditions set forth in this Agreement, the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(b) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by the Selling Unitholder.

(c) Title to Units. As of the Firm Closing Date and each Option Closing Date, the Selling Unitholder will have valid title to the Units to be sold by it, free and clear of all Liens, and will have the legal right and power to sell, transfer and deliver the Units or a valid “security entitlement,” within the meaning of Section 8-501 of the New York Uniform Commercial Code, in respect of such Units, as the case may be.

(d) OFAC. The Selling Unitholder will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(ii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(e) Delivery of Securities. Upon payment for the Units pursuant to this Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Units), (A) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units and (C) no action based on any “adverse claim”, within the

meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (x) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s unit registry in accordance with its Certificate of Formation, the Company LLC Agreement and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

(f) Transfer Taxes. No stamp duty, stamp duty reserve tax, capital duty or other issuance or transfer taxes are payable by or on behalf of the Underwriters in connection with (A) the issue, sale, transfer or delivery of the Units in the manner contemplated by this Agreement or (B) the sale, transfer or delivery by the Underwriters of the Units as contemplated herein.

(g) Selling Unitholder’s Intent. The Selling Unitholder is not prompted by any information concerning the Company or its subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus to sell its Units pursuant to this Agreement.

3. Agreements to Sell and Purchase. The Selling Unitholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Selling Unitholder the respective number of Firm Units set forth in Schedule I hereto opposite its name at a price of $[—] per Unit (the “Purchase Price”).

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Unitholder agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly, up to [—] Additional Units at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per Unit equal to any distributions declared by the Company and payable on the Firm Units but not payable on such Additional Units. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Underwriters and the date on which such Common Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Firm Closing Date nor later than ten business days after the date of such notice. Additional Units may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Units. On each day, if any, that Additional Units are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Common Units as you may determine) that bears the same proportion to the total number of Additional Units to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units.

The Transocean Parties agree that, without the prior written consent of the Representatives on behalf of the Underwriters, they will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities so owned convertible into or exercisable or exchangeable for Common Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of Common Units or any securities convertible into or exercisable or exchangeable for Common Units.

The restrictions contained in the preceding paragraph shall not apply to (a) the Units to be sold hereunder, (b) the issuance by the Company of Common Units upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) transactions by a Selling Unitholder relating to Common Units or other securities acquired in open market transactions after the completion of the offering of the Units; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Units or other securities acquired in such open market transactions, and (d) any Common Units issued or options to purchase Common Units issued under any employee benefit plan of the Company described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof. In addition, the Selling Unitholder, agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Common Units or any security convertible into or exercisable or exchangeable for Common Units. The Selling Unitholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Common Units held by the Selling Unitholder except in compliance with the foregoing restrictions.

If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(a)(xiii) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

4. Terms of Public Offering. The Transocean Parties are advised that the Underwriters propose to make a public offering of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Transocean Parties are further advised that the Units are to be offered to the public initially at $[—] per Unit (the “Public Offering Price”) and to certain dealers selected by you at a price that represents a concession not in excess of $[—] per Unit under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[—] per Unit, to any Underwriter or to certain other dealers.

5. Payment and Delivery. Payment for the Firm Units to be sold by the Selling Unitholder shall be made to the Selling Unitholder in Federal or other funds immediately available in New York City against delivery of such Firm Units for the respective accounts of the several Underwriters at [—] a.m., New York City time, on August [—], 2014 or at such other time on the same or such other date, not later than August [—], 2014 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Firm Closing Date.”

Payment for any Additional Units shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Units for the respective accounts of the several Underwriters at [—] a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than August [—], 2014, as shall be designated in writing by you.

The Firm Units and Additional Units shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Firm Closing Date or the applicable Option Closing Date, as the case may be. The Firm Units and Additional Units shall be delivered to you through the facilities of the Depository Trust Company on the Firm Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Units to the Underwriters duly paid and (ii) any withholding required by law.

6. Conditions to the Underwriters’ Obligations. The obligations of the Selling Unitholder to sell the Units to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Units on the Firm Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [—] (New York City time) on the date hereof. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued, and no proceeding for that purpose shall have been initiated or, to the knowledge of the Transocean Parties, threatened.

(a) The several obligations of the Underwriters to purchase the Firm Units hereunder are subject to the delivery to you on the Firm Closing Date of the following:

(i) Subsequent to the execution and delivery of this Agreement and prior to the Firm Closing Date:

(A) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Transocean Entities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(B) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company Entities, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in each case, excluding any amendments or supplements thereto) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Units on the terms and in the manner contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in each case, excluding any amendments or supplements thereto).

(ii) The Underwriters shall have received on the Firm Closing Date certificates, dated as of the Firm Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of each of Transocean, the Company and the Selling Unitholder, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of any of the Transocean Parties, as applicable, contained in this Agreement are true and correct as of the Firm Closing Date and that each of the Transocean Parties, as applicable, have complied with all of the applicable agreements and satisfied all of the applicable conditions on its part to be performed or satisfied hereunder on or before the Firm Closing Date. The officers signing and delivering such certificates may rely upon the best of his or her knowledge as to proceedings threatened.

(iii) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxx Xxxxx L.L.P., special U.S. counsel for the Transocean Parties and special U.S. counsel for the Selling Unitholder, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-1 hereto.

(iv) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxxxxxx XX, Swiss counsel for the Transocean Parties, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-2 hereto.

(v) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxxxxx Xxxxx Lawyers, Vanuatu counsel for the Transocean Parties, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-3 hereto.

(vi) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxxx Westwood & Riegels, Cayman Islands counsel for the Transocean Parties, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-4 hereto.

(vii) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxxx, Xxxxxx & Xxxxxxxx LLP, Republic of the Xxxxxxxx Islands counsel for the Transocean Parties, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-5 hereto.

(viii) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxx Xxxxx (U.K.) L.L.P., U.K. counsel for the Transocean Parties, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-6 hereto.

(ix) The Underwriters shall have received on the Firm Closing Date an opinion of Pinsent Masons LLP, special U.K. tax counsel for the Transocean Parties, dated as of the Firm Closing Date, in form and substance satisfactory to you, and substantially in the form attached as Exhibit D-7 hereto.

(x) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxx X. Xxxxxx, Associate General Counsel for Transocean, dated as of the Firm Closing Date, in the form attached as Exhibit D-8 hereto.

(xi) The Underwriters shall have received on the Firm Closing Date an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated as of the Firm Closing Date, in form and substance satisfactory to you.

(xii) The Underwriters shall have received, on each of the date hereof and the Firm Closing Date, a letter dated as of the date hereof or as of the Firm Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Firm Closing Date shall use a “cut-off date” not earlier than the date hereof.

(xiii) The “lock-up” agreements, each substantially in the form of Exhibit E hereto, between you and the individuals and entities listed on Schedule III hereto relating to sales and certain other dispositions of Common Units or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Firm Closing Date.

(xiv) The Transocean Parties shall have furnished to the Representatives evidence reasonably satisfactory to the Representatives that each of the Transactions, shall have occurred or will occur as of the Firm Closing Date, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus without material modification, change or waiver, except for such material modifications, changes or waivers as have been specifically identified to the Representatives and which, in the judgment of the Representatives, do not make it impracticable or inadvisable to proceed with the offering and delivery of the Firm Units on the Firm Closing Date on the terms and in the manner contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(xv) Prior to the Firm Closing Date, the Transocean Parties shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(b) The several obligations of the Underwriters to purchase Additional Units hereunder are subject to the delivery to you on the applicable Option Closing Date of the following:

(i) certificates, dated as of the Option Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of each of Transocean, Transocean Inc., the Company and the Selling Unitholder, confirming that the certificate or certificates delivered on the Firm Closing Date pursuant to Section 6(a)(ii) hereof remains true and correct as of such Option Closing Date;

(ii) an opinion of Xxxxx Xxxxx L.L.P., special U.S. counsel for the Transocean Parties and special U.S. counsel for the Selling Unitholder, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(iii) hereof;

(iii) an opinion of Xxxxxxxxx XX, Swiss counsel for the Transocean Parties, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(iv) hereof;

(iv) an opinion of Xxxxxxxx Xxxxx Lawyers, Vanuatu Counsel for Transocean, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(v) hereof;

(v) an opinion of Xxxxxx Westwood & Riegels, Cayman Islands counsel for the Transocean Parties, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(vi) hereof;

(vi) an opinion of Xxxxxx, Xxxxxx & Xxxxxxxx LLP, Republic of the Xxxxxxxx Islands counsel for the Transocean Parties, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(vii) hereof;

(vii) an opinion of Xxxxx Xxxxx (U.K.) L.L.P., U.K. counsel for the Transocean Parties, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(viii) hereof;

(viii) an opinion of Pinsent Masons LLP, special U.K. tax counsel for the Transocean Parties, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(ix) hereof;

(ix) an opinion of Xxxx X. Xxxxxx, Associate General Counsel for Transocean, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(x) hereof;

(x) an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated as of the Option Closing Date, relating to the Additional Units to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(a)(xi) hereof;

(xi) a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 6(a)(xii) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date; and

(xii) such further information, certificates and documents as the Representatives may reasonably request.

7. Covenants of the Transocean Parties. The Transocean Parties severally and jointly covenant with each Underwriter as follows:

(a) To furnish to you, without charge, [—] signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the public offering of the Units as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Units may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To endeavor to qualify the Units for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business or act as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(h) To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i) Until the earlier of three years from the date hereof and the attainment by the Company of “Well-Known Seasoned Issuer” status as defined under the Securities Act, to furnish its unitholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, owners’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accounts) and, as soon as practicable after the end of each of the three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its security holders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided, however, that the Company will be deemed to have satisfied the requirements of this paragraph (i) if the Company files with or furnishes to the Commission the reports, documents or information required by Section 13 or 15(d) of the Exchange Act.

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act.

(k) If the Company elects to rely upon Rule 462(b), the Company shall use its commercially reasonable efforts to file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 4:00 p.m. (New York City time) on the date of this Agreement, and the Company shall at the time of filing either pay the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Securities Act.

(l) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Units within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3.

(m) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

8. Covenant of the Selling Unitholder. The Selling Unitholder covenants with each Underwriter to deliver to each Underwriter (or its agent), prior to or at the Firm Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

9. Payment of Expenses.

(a) Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Transocean Parties agree, jointly and severally, to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of counsel to the Transocean Parties and the Company’s accountants in connection with the registration and delivery of the Units under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Units to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Units under state securities laws and all expenses in connection with the qualification of the Units for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, provided that the Company’s obligations under this clause (iii) shall not exceed $20,000, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Units by the Financial Industry Regulatory Authority, provided that the Company’s obligations under this clause (iv) shall not exceed $20,000, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Units and all costs and expenses incident to listing the Units on the NYSE, (vi) the cost of printing certificates representing the Units, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Transocean Parties relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Units, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Transocean Parties and any such consultants, and 50% of the cost of any aircraft chartered or used in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement, (x) all other costs and expenses incident to the performance of the obligations of the Transocean Parties hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Units by them, any advertising expenses connected with any offers they may make and the transportation and other expenses incurred by the Underwriters on their own behalf in connection with presentations to prospective purchasers of the Units.

The provisions of this Section shall not supersede or otherwise affect any agreement that the Transocean Parties may otherwise have for the allocation of such expenses among themselves.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives because any condition set forth in Section 6 is not satisfied or because of any refusal, inability or failure on the part of the Transocean Parties to perform or comply with any provision of this agreement or in accordance with Section 12(a)(ii), the Transocean Parties shall reimburse the Underwriters, jointly and severally, for all of their reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

10. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

11. Indemnity and Contribution. (a) The Transocean Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate and selling agent of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Time of Sale Prospectus, any Written Testing-the-Waters Communication or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein, which information consists solely of the information set forth in the last sentence of Section 11(b).

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Transocean Parties, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or the Selling Unitholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any

untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Time of Sale Prospectus, any Written Testing-the-Waters Communication or any road show as defined in Rule 433(h) under the Securities Act (a “road show”), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only with reference to written information relating to such Underwriter furnished to the Transocean Parties by or on behalf of such Underwriter through the Representatives specifically for inclusion in any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or road show or the Prospectus or any amendment or supplement thereto. Each Transocean Party acknowledges that the statements set forth (i) in the last paragraph of the cover page of the Prospectus regarding delivery of the Units and (ii) under the heading “Underwriting” in any Preliminary Prospectus and the Prospectus, the list of Underwriters and their respective participation in the sale of the Units, the sentences related to concessions and reallowances and the paragraphs related to stabilization, syndicate covering transactions and penalty bids constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 11(a) or 11(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party to the extent that the indemnifying party does not suffer actual prejudice as a result of such failure, and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable amount of time to retain counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for any such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by Xxxxxx Xxxxxxx & Co. LLC. In the case of any such separate firm for the Transocean Parties, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff,

the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) To the extent the indemnification provided for in Section 11(a) or 11(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties, on the one hand, and the indemnified party or parties, on the other hand, from the offering of the Units or (ii) if the allocation provided by clause 11(d)(i) above is not permitted by applicable law in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 11(d)(i) above but also the relative fault of the indemnifying party or parties, on the one hand, and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Transocean Parties, on the one hand, and the Underwriters on the other hand in connection with the offering of the Units shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Units (before deducting expenses) received by the Selling Unitholder and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Units. The relative fault of the Transocean Parties, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by any of the Transocean Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11 are several in proportion to the respective number of Units they have purchased hereunder, and not joint.

(e) The Transocean Parties and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in

Section 11(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 11(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Units exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the Transocean Parties and the Selling Unitholder contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, the Transocean Parties or any person controlling any Transocean Party and (iii) acceptance of and payment for any of the Units.

12. Termination of this Agreement.

(a) Termination. The Underwriters may terminate this Agreement by notice given by you to the Transocean Parties, if after the execution and delivery of this Agreement and prior to the Firm Closing Date or, with respect to any Additional Units, an Option Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, either of the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Company should have been suspended on any exchange or on any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(b) Survival. If this Agreement is terminated, such termination shall be without liability of any party to any other party except as provided in Section 9 hereof, and provided further that Sections 1, 2, 9, 11, and 17 shall survive such termination and remain in full force and effect.

13. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Firm Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Firm Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to you and the Transocean Parties for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Transocean Parties. In any such case either you or the Transocean Parties shall have the right to postpone the Firm Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

14. Entire Agreement. (a) This Agreement represents the entire agreement between the Transocean Parties, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Units.

(b) The Transocean Parties acknowledge that in connection with the offering of the Units: (i) the Underwriters have acted at arms-length, are not agents of, and owe no fiduciary duties to, the Transocean Parties or any other person, (ii) the Underwriters owe the Transocean Parties only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Transocean Parties. The Transocean Parties waive to the full extent permitted by applicable law any claims they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Xxxxx.

00. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

16. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. The Transocean Parties hereby submit to the non-exclusive jurisdiction of the United States federal and state courts in the Borough of Manhattan in The City of New York (a “New York Court”) in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Transocean Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in a New York Court and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Transocean Parties have appointed Transocean Partners LLC as their authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, affiliates, employees and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Transocean Parties hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of them agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Transocean Parties. To the extent that any of the Transocean Parties has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Transocean Parties irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

17. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Transocean Parties with respect to any sum due to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Transocean Parties agree as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to any such Transocean Party an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

18. Foreign Taxes. All payments made by the Transocean Parties under this Agreement, if any, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any non-U.S. taxing authority unless the Transocean Parties are or become required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Transocean Parties will pay such additional amounts as will result, after such withholding or deduction, in the receipt by each Underwriter and each person controlling any Underwriter, as the case may be, of the amounts that would otherwise have been receivable in respect thereof, except to the extent such taxes, duties, assessments or other governmental charges (i) were imposed by reason of any present or former connection between an Underwriter and any such non-U.S. jurisdiction, otherwise than solely from the execution of this Agreement or the receipt of payments hereunder or thereunder; or (ii) would not have been imposed but for the failure of such Underwriter to comply with any certification, identification or other reporting requirements concerning nationality, residence, identity or connection with such non-U.S. jurisdiction of such Underwriter if such compliance is required or imposed by law as a precondition to an exemption from, or reduction in, such tax, duty or charge. The Transocean Parties further agree to indemnify and hold harmless the Underwriters against any documentary, stamp, value added, sales, financial transaction or similar issuance or recordation tax, including any interest and penalties, on the placement of the Units and on the execution and delivery of this Agreement.

19. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

20. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you c/o Morgan Xxxxxxx & Co. LLC, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Equity Syndicate Desk, with a copy to the Legal Department and c/o Barclays Capital Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (fax: (000) 000-0000), Attention Syndicate Registration; if to the Transocean Parties shall be delivered, mailed or sent to Transocean Partners LLC, Deepwater House, Kingswells Causeway, Prime Xxxx Xxxxxxxx Xxxx, Xxxxxxxx, XX00 0XX, Xxxxxxxx, Xxxxxx Xxxxxxx, with a copy to Transocean Partners LLC, c/o Transocean, 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000.


Very truly yours,

Transocean Partners LLC

By:
		Name:
		Title:

Transocean Partners Holding Limited

By:
		Name:
		Title:

Transocean Ltd.

By:
		Name:
		Title:

Transocean Inc.

By:
		Name:
		Title:

SIGNATURE PAGE TO UNDERWRITING AGREEMENT


Triton RIGP DCL Holdings Limited

By:
		Name:
		Title:

Triton RIGP DIN Holdings Limited

By:
		Name:
		Title:

Triton RIGP DD3 Holdings Limited

By:
		Name:
		Title:

Transocean RIGP DIN Opco Limited

By:
		Name:
		Title:

Transocean RIGP DCL Opco Limited

By:
		Name:
		Title:

Transocean RIGP DD3 Opco Limited

By:
		Name:
		Title:

SIGNATURE PAGE TO UNDERWRITING AGREEMENT


Triton RIGP DIN Holdco Limited

By:
		Name:
		Title:

Triton RIGP DCL Holdco Limited

By:
		Name:
		Title:

Triton RIGP DD3 Holdco Limited

By:
		Name:
		Title:

Transocean RIGP DIN LLC

By:
		Name:
		Title:

Transocean RIGP DCL LLC

By:
		Name:
		Title:

Transocean RIGP DD3 LLC

By:
		Name:
		Title:

SIGNATURE PAGE TO UNDERWRITING AGREEMENT


Accepted as of the date hereof

Xxxxxx Xxxxxxx & Co. LLC
Barclays Capital Inc.

Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto

By:		Xxxxxx Xxxxxxx & Co. LLC

By:
		Name:
		Title:

By:		Barclays Capital Inc.

By:
		Name:
		Title:

SIGNATURE PAGE TO UNDERWRITING AGREEMENT

SCHEDULE I


Underwriter		Number of Firm Units To Be Purchased
Xxxxxx Xxxxxxx & Co. LLC		[•]
Barclays Capital Inc.		[•]
Citigroup Global Markets Inc.		[•]
X.X. Xxxxxx Securities LLC		[•]
Xxxxx Fargo Securities, LLC		[•]
Credit Suisse Securities (USA) LLC		[•]
Xxxxxxx, Sachs & Co.		[•]
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		[•]
DNB Markets, Inc		[•]
Mitsubishi UFJ Securities (USA) Inc.		[•]
Credit Agricole Securities (USA) Inc.		[•]
Standard Chartered Securities (Hong Kong) Limited		[•]

Total:		[•]

I-1

SCHEDULE II

TIME OF SALE PROSPECTUS

1.	Preliminary Prospectus issued July [ ], 2014;

2.	[identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]

3.	[free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet]

4.	[orally communicated pricing information such as price per unit and size of offering if a Rule 134 pricing term sheet is used at the time of sale instead of a pricing term sheet filed by the Company under Rule 433(d) as a free writing prospectus]

II-1

SCHEDULE III

PARTIES TO DELIVER LOCKUP LETTERS

[To come]

III-1

EXHIBIT A

Covered Agreements

“Drilling Contracts” include the following agreements:

•

Drilling Contract Amended and Restated Effective September 15, 2006 between Chevron U.S.A. Inc. and Transocean Offshore Deepwater Drilling Inc. Utilizing the “Discoverer Clear Leader” dated as of February 27, 2006

•

Contract Number CON-ANG-31-5367 for the Provision and Operation of an Offshore Mobile Drilling Unit dated August 5, 2009 by and between BP Exploration & Production Inc. and Transocean Offshore Deepwater Drilling Inc., as amended

•

Drilling Contract between Chevron U.S.A. Inc. and Transocean Offshore Deepwater Drilling Inc. Utilizing the “Discoverer Clear Leader II” dated as of 31 August 2006

A-1

EXHIBIT B

Rig Ownership and Registration


Drilling Rig	Ownership	Flag Jurisdiction
Discoverer Clear Leader	Triton RIGP DCL Holdco Ltd.	Xxxxxxxx Islands
Discoverer Inspiration	Triton RIGP DIN Holdcos Ltd.	Xxxxxxxx Islands
Development Driller III	Triton RIGP DD3 Holdco Ltd.	Vanuatu

B-1

EXHIBIT C

FORM OF PRESS RELEASE

Transocean Partners LLC

[•], 2014

Transocean Partners LLC (the “Company”) announced today that Xxxxxx Xxxxxxx & Co. LLC and Barclays Capital Inc., the book-running managers in the recent initial public offering of [—] common units representing limited liability company interests in the Company (“Common Units”), are [waiving][releasing] a lock-up restriction with respect to [—] Common Units held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on [—], 2014 , and the Common Units may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

X-0

XXXXXXX X-0

[Form of Opinion of Xxxxx Xxxxx as Counsel to Transocean Parties]

D-1-1

EXHIBIT D-2

[Form of Swiss Counsel Opinion]

D-2-1

EXHIBIT D-3

[Form of Vanuatu Opinion]

X-0-0

XXXXXXX X-0

[Form of Cayman Islands Counsel Opinion]

X-0-0

XXXXXXX X-0

[Form of Republic of the Xxxxxxxx Islands Counsel Opinion]

D-5-1

EXHIBIT D-6

[Form of UK Counsel Opinion]

D-6-1

EXHIBIT D-7

[Form of UK Tax Counsel Opinion]

X-0-0

XXXXXXX X-0

[Form of Associate General Counsel Opinion]

D-8-1

EXHIBIT E

[FORM OF LOCK-UP LETTER]

July [ ], 2014

Xxxxxx Xxxxxxx & Co. LLC

Barclays Capital Inc.

as Representatives of the Several Underwriters

named in Schedule I to the Underwriting Agreement

c/o Morgan Xxxxxxx & Co. LLC

0000 Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

c/o Barclays Capital Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

The undersigned understands that Xxxxxx Xxxxxxx & Co. LLC and Barclays Capital Inc. propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), as representatives of the several underwriters named therein (the “Underwriters”), with Transocean Partners LLC, a Xxxxxxxx Islands limited liability company (the “Company”), Transocean Ltd., a Swiss corporation, Transocean Inc., a Cayman Islands corporation, Transocean Partners Holding Limited, a Cayman Islands exempted company, Transocean RIGP DIN LLC, a Delaware limited liability company, Transocean RIGP DCL LLC, a Delaware limited liability company, Transocean RIGP DD3 LLC, a Delaware limited liability company, Transocean RIGP DIN Opco Limited, a Cayman Islands exempted company, Transocean RIGP DCL Opco Limited, a Cayman Islands exempted company, Transocean RIGP DD3 Opco Limited, a Cayman Islands exempted company, Triton RIGP DIN Holdco Limited, a UK limited company, Triton RIGP DCL Holdco Limited, a UK limited company, Triton RIGP DD3 Holdco Limited, a UK limited company, Triton RIGP DIN Holdings Limited, a Cayman Islands exempted company, Triton RIGP DCL Holdings Limited, a Cayman Islands exempted company, and Triton RIGP DD3 Holdings Limited, a Cayman Islands exempted company (collectively, the “Transocean Parties”), providing for the public offering (the “Public Offering”) by the Underwriters of up to [—] common units (the “Units”) representing limited liability company interests in the Company (the “Common Units”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period)” relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Units beneficially owned (as such term is used in Rule 13d-3

E-1

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Units or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Common Units or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Units or other securities acquired in such open market transactions or (b) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Units, provided that (i) such plan does not provide for the transfer of Common Units during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Units may be made under such plan during the Restricted Period. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any Common Units or any security convertible into or exercisable or exchangeable for Common Units. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Common Units except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Units, Xxxxxx Xxxxxxx will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned understands that the Transocean Parties and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Transocean Parties and the Underwriters.

Very truly yours,

E-2

EXHIBIT F

[FORM OF WAIVER OF LOCK-UP]

[•], 2014

[Name and Address of Officer or Director Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the lock-up letter dated July [—], 2014 (the “Lock-up Letter”), executed by you in connection with the public offering by Transocean Partners Holding Limited of up to [—] common units (“Common Units”) representing limited liability company interests in Transocean Partners LLC, and your request for a [waiver] [release] dated [—], 2014, with respect to [—] Common Units (the “Units”).

The Representatives hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Units, effective [—], 2014; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.


Very truly yours,

Xxxxxx Xxxxxxx & Co. LLC
Barclays Capital Inc.
Acting severally on behalf of themselves and as representatives of the several underwriters listed in Schedule I to the Underwriting Agreement

By:
		Name:
		Title:

By:
		Name:
		Title:

cc:

Company

F-1

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—] Common Units TRANSOCEAN PARTNERS LLC COMMON UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS UNDERWRITING AGREEMENT

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