Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As Subject to Section 3.1(c), promptly as practicable after following the Effective Time, Time (but in no event later than three two (32) Business Days following the Effective Time), Transocean Parent shall cause instruct the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as record of a certificate or certificates which immediately prior to the Effective Time, Time represented outstanding shares of Valaris Shares represented by a certificate Company Capital Stock or Warrants (each, a the “Valaris Share CertificateCertificates”): ) (A) a letter of transmittal substantially in customary the form and containing such provisions attached hereto as Transocean and Valaris may reasonably Exhibit C (“Letter of Transmittal”), which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the Depositary) Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme portion of Arrangement and any cash the Merger Consideration or Warrant Payment (as applicable) receivable in lieu respect of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementCertificates. Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchange, Exchange Agent together with a such Letter of Transmittal, properly completed and duly executed letter of transmittal executed, and such other documents as may be reasonably required by the Depositary or Transoceanpursuant to such instructions, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor the number portion of whole Transocean Shares that the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive pursuant to in respect of the provisions shares of Section 2.5(d) Company Capital Stock or Warrants formerly represented by such Certificate (and cash the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in lieu of any fractional share of Valaris Share) accordance with the Escrow Agreement and (II) Section 3.3), and the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.53.1, each Valaris Share Certificate shall shall, subject to Section 3.2, be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after upon such surrender the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders portion of the effectiveness of the Business Combination, Merger Consideration or Warrant Payment (Bas applicable) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made payable in respect thereofof such Certificate as set forth in Section 2.6. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly soon as practicable after following the Effective Time, but in no event later than three five (35) Business Days following thereafter, the Surviving Entity shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each a holder of record, as record of the Effective Time, CAC Common Stock a form of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal (which shall be in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Old Certificates shall pass, only upon proper delivery of such Valaris Share Certificate certificates to the DepositaryExchange Agent) and (B) containing instructions for use in effecting the surrender of the Valaris Share Old Certificates in exchange for Transocean Shares pursuant the consideration to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive person may be entitled pursuant to this AgreementArticle III. Upon surrender of a Valaris Share Certificate to the Depositary Exchange Agent of an Old Certificate for exchange, cancellation together with a duly executed such letter of transmittal duly executed and such other documents as may be reasonably required by completed in accordance with the Depositary or Transoceaninstructions thereto, (I) the holder of such Valaris Share Old Certificate shall promptly be entitled to receive provided in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Timeexchange therefor, but in no event later than three five (35) Business Days following the Effective Timeafter due surrender, Transocean shall instruct the Depositary a New Certificate. No interest will accrue or be paid with respect to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of any cash in lieu of fractional interests in Transocean Shares or other property to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, delivered upon surrender of Valaris Shares held any Old Certificates. Each of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) CEC and the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder Surviving Entity shall be entitled to receive deduct and withhold, or cause the Exchange Ratio Agent to deduct and any cash in lieu of fractional Transocean Shares to be paid withhold, from the consideration otherwise payable pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris this Agreement to any holder of CAC Common Stock such amounts as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean it may be required to deduct and withhold with respect to the making of such payment under the Code or any Transocean Subsidiary (collectivelyprovision of state, local or foreign Tax Law. To the extent that amounts are so withheld by CEC, the Valaris Shares in clauses (A) and (B)Surviving Entity or the Exchange Agent, as the case may be, the “Canceled Shares”), in each case, immediately prior to the Effective Time, withheld amounts shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment treated for all purposes of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised this Agreement as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares having been paid to the holders of Valaris Warrants. (iii) The number CAC Common Stock in respect of Transocean Shares to which a Valaris Shareholder the deduction and withholding was made by CEC, the Surviving Entity or a holder of Valaris PSUsthe Exchange Agent, Valaris RSUs as the case may be, and Valaris Warrants is entitled to pursuant to this Agreement such amounts shall be adjusted to reflect fully delivered by CEC, the effect of any share Surviving Entity or stock splitthe Exchange Agent, reverse splitas the case may be, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementapplicable taxing authority.

Exchange Procedures. (i) As promptly The Surviving Corporation shall cause the Paying Agent, as soon as reasonably practicable after the Effective Time, but in no event later than three (3) Business Days following to mail to each registered holder of Company Shares immediately prior to the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate Time (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such other provisions as Transocean Parent reasonably may require (a "Letter of Transmittal") and Valaris may reasonably specify (ii) instructions for surrendering the stock certificate or certificates representing the holder's Company Shares (each a "Company Stock Certificate") in exchange for the Merger Consideration payable in respect of the holder's certificate or certificates which immediately prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean represented outstanding Company Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been were converted into the right to receive pursuant the Merger Consideration. The Proxy Statement shall provide that, in lieu of delivery following the Effective Time as aforesaid, and commencing on the tenth (10th) calendar day prior to this Agreementthe date of the Stockholders Meeting, the Letter of Transmittal and instructions for use will be promptly delivered by the Paying Agent to each prior holder of Company Shares from whom the Paying Agent receives a written request therefor prior to the date of the Stockholders Meeting, and that each such prior holder of Company Shares shall be entitled thereafter to surrender its Company Stock Certificate in accordance with the procedures described herein, in the Letter of Transmittal and in the accompanying instructions, and Parent shall cause the Paying Agent to comply with the foregoing. Upon surrender of a Valaris Share Company Stock Certificate to the Depositary Paying Agent for exchangecancellation, together with a Letter of Transmittal duly executed letter of transmittal and completed in accordance with its instructions and such other documents as the Paying Agent reasonably may be reasonably required by require, the Depositary or Transocean, (I) Paying Agent shall pay to the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered certificate, as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but the Merger Consideration payable in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders respect of the effectiveness Company Shares represented by the certificate, and the Company Stock Certificate so surrendered shall be canceled. The Letter of Transmittal shall provide that such payment shall, at the holder's election and upon delivery of wire transfer instructions, be by wire transfer at the Company's expense for payments exceeding $1,000,000. If any portion of the Business Combination, (B) a statement reflecting the number Merger Consideration payable in respect of Transocean any Company Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares is to be paid pursuant to Section 2.5(d)a Person other than the registered holder of those shares, if any. (iii) With respect it shall be a condition to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring making such payment that the Depositary will transmit to DTC Company Stock Certificate representing those shares is surrendered properly endorsed or its nominees as soon as reasonably practicable on or after otherwise in proper form for transfer and that the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. Person requesting such payment shall (i) For each Valaris Share issued and outstanding immediately prior pay any transfer or other Taxes required as a result of payment to the Effective Time (a Person other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares registered holder or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior establish to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu satisfaction of the number of Valaris Shares then exercisable under Paying Agent that such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant Tax has been paid or is exercisable immediately prior to the consummation of the Business Combinationnot payable. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from At and after the Effective Time and until surrendered as contemplated by this Section 2.5(b), each Company Stock Certificate (other than Company Stock Certificates representing Dissenting Shares or shares of Company Common Stock or Company Preferred Stock held in treasury to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to be canceled pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio Section 2.4(d) shall be deemed to be represent for all purposes only the right to receive the Merger Consideration payable upon such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementsurrender.

Exchange Procedures. (i) As At or promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean SHC shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of recordrecord of a Frankfort First Certificate, as other than holders of Dissenting Shares, which immediately prior to the Effective Time, Time of Valaris Shares Merger represented by outstanding shares of Frankfort First Common Stock and which was not submitted to the Exchange Agent with a certificate (each, a “Valaris Share Certificate”): duly executed and completed Form of Election: (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (“Letter of Transmittal”) which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Frankfort First Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Frankfort First Certificates to the Depositary) Exchange Agent and which shall be in such form and have such other customary provisions as SHC may reasonably specify and which are reasonably acceptable to Frankfort First; and (B) instructions for use in effecting to effect the surrender of the Valaris Share Frankfort First Certificates in exchange for Transocean Shares pursuant to the Scheme cash or shares of Arrangement and any cash SHC Common Stock, or both, as described in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. . (ii) Upon surrender of a Valaris Share Frankfort First Certificate for cancellation to the Depositary for exchange, Exchange Agent together with either a Form of Election or a Letter of Transmittal, in each case duly executed letter of transmittal executed, and with such other documents as the Exchange Agent may be reasonably required by the Depositary or Transoceanrequire, (I) the holder of such Valaris Share Frankfort First Certificate shall be entitled to receive, and SHC shall cause the Exchange Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of whole shares of SHC Common Stock to which such holder is entitled to receive in book-entry form respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (B) a check representing the cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (C) a check for any Fraction Payment. The Frankfort First Certificate so surrendered shall forthwith be canceled; provided, however, that fractional share interests of any one holder shall be aggregated to maximize the number of whole Transocean Shares shares of SHC Common Stock to be issued and minimize the Fraction Payments. (iii) In the event of a transfer of ownership of shares of Frankfort First Common Stock which is not registered in the transfer records of Frankfort First, a certificate representing the proper number of shares of SHC Common Stock, a check for the proper amount of cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be delivered to the transferee if the Frankfort First Certificate which represented such shares of Frankfort First Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to this Agreement, the cash in lieu of fractional shares, if any, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, payable to Frankfort First Shareholders. (v) If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and, if required by SHC in its reasonable discretion, the posting by such Person of a bond in such reasonable amount as SHC may direct as indemnity against any claim that may be made against it with respect to such Frankfort First Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Frankfort First Certificate, a certificate representing the proper number of shares of SHC Common Stock and a check for the cash, in each case that such Frankfort First Shareholder has the right to receive pursuant to Section 2.8 of this Agreement, and the provisions Fraction Payment, if any, with respect to the shares of Section 2.5(dFrankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Agreement. (vi) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.52.9 of this Agreement, each Valaris Share Certificate Frankfort First Certificate, other than Dissenting Shares, shall be deemed, from and deemed at all times after the Effective Time, Time to represent only the right to receive Transocean Shares (upon surrender only the cash or shares of SHC Common Stock, or both, and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)Fraction Payment. (iivii) As promptly Dissenting Shares as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which appraisal rights have been properly perfected shall be in uncertificated book-entry form) representing, treated in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this manner provided in Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any2.12. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly soon as reasonably practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Exchange Agent shall cause the Depositary to mail and otherwise make available to each holder of record, as record of the Effective Time, a Company Certificate a form of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Company Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Company Certificates to the DepositaryExchange Agent) and (B) instructions for use in effecting the surrender of the Valaris Share Company Certificates in exchange for Transocean Shares pursuant to certificates representing the Scheme shares of Arrangement Parent Common Stock and any cash in lieu of a fractional share shares of Parent Common Stock, if any, into which the Valaris Shares shares of Company Common Stock represented by such Valaris Share Company Certificate or Company Certificates shall have been converted into the right to receive pursuant to this Agreement. Upon proper surrender of a Valaris Share Company Certificate for exchange and cancellation to the Depositary for exchangeExchange Agent, together with a duly executed properly completed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transoceantransmittal, (I) duly executed, the holder of such Valaris Share Company Certificate shall be entitled to receive in book-entry form the exchange therefor a certificate representing that number of whole Transocean Shares that shares of Parent Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to the provisions of this Article III, a check representing the amount of cash (if any) payable in lieu of fractional shares of Parent Common Stock which such former holder has the right to receive in respect of the Company Certificate surrendered pursuant to the provisions of this Article III, and any dividends or other distributions to which such holder shall have become entitled pursuant to Section 2.5(d) (3.6(b), and the Company Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares. (b) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any fractional share unsurrendered Company Certificate until the holder thereof shall surrender such Company Certificate in accordance with this Article III. After the surrender of Valaris Sharea Company Certificate in accordance with this Article III, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to whole shares of Parent Common Stock represented by such Company Certificate. (c) and (II) If any certificate representing shares of Parent Common Stock is to be issued in the Valaris Share name of a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Company Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated properly endorsed (or accompanied by this Section 2.5an appropriate instrument of transfer) and otherwise in proper form for transfer, each Valaris Share Certificate and that the person requesting such exchange shall be deemed, from pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (d) At and after the Effective Time, to represent only there shall be no transfers on the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders stock transfer books of the effectiveness Company of the Business Combination, (B) a statement reflecting the number shares of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, Company Common Stock that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share were issued and outstanding immediately prior to the Effective Time (other than Canceled Shares)Time. If, after the Effective Time, Company Certificates representing such shares are presented for transfer to Parent, the relevant former Valaris Shareholder Surviving Company or the Exchange Agent, they shall be entitled to receive cancelled and exchanged for the Merger Consideration as provided in this Article III. (e) Any portion of the Exchange Ratio Fund that remains unclaimed by the shareholders of the Company for twelve months after the Effective Time shall be paid, at the request of Parent, to Parent. Any shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of the Merger Consideration and any cash unpaid dividends and distributions on the Parent Common Stock deliverable in lieu respect of fractional Transocean Shares to be paid each share of Company Common Stock held by such shareholder at the Effective Time as determined pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”)this Agreement, in each case, immediately prior without any interest thereon. Notwithstanding anything to the Effective Timecontrary contained herein, none of Parent, the Company, the Exchange Agent or any other person shall be canceled automatically and shall cease liable to exist and be issued and outstanding and no consideration shall be any former holder of shares of Company Common Stock for any amount properly delivered in exchange therefor nor any repayment of capital made in respect thereofto a public official pursuant to applicable abandoned property, escheat or similar laws. (iif) At In the Effective Timeevent any Company Certificate shall have been lost, each Valaris Warrant stolen or destroyed, upon the making of an affidavit of that is outstanding and unexercised as of immediately prior fact by the person claiming such Company Certificate to the Effective Timebe lost, shall immediately be assumed by Transocean, remain outstanding stolen or destroyed and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied if required by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respectsParent, the obligation posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to distribute such Transocean Shares Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect thereof pursuant to the holders of Valaris Warrantsthis Agreement. (iiig) The number of Transocean Shares to which a Valaris Shareholder Parent or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement shall be adjusted to reflect fully any holder of Company Common Stock such amounts as Parent or the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change Exchange Agent are required to deduct and withhold with respect to Transocean Shares the making of such payment under the Code, or Valaris Shares occurring after any applicable provision of any other U.S. federal, state, local or non-U.S. tax Law. To the extent that such amounts are properly withheld by Parent or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement Date and prior as having been paid to the Effective Time holder of Company Common Stock in respect of whom such deduction and withholding were made by Parent or the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this AgreementAgent.

Exchange Procedures. (ia) As promptly as practicable after the Effective TimeDate, but and in no any event later than three (3) Business Days following within five calendar days of the Merger Effective TimeDate, Transocean an Exchange Agent designated by Niagara Bancorp shall cause the Depositary to mail and otherwise make available to each holder of record, as record of the Effective Time, an outstanding share Certificate or Certificates a Letter of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and Transmittal containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificate or Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented held by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreementholder for payment therefor. Upon surrender of a Valaris Share the Certificate or Certificates to the Depositary Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. The Exchange Agent shall send payments within three business days after the receipt of properly submitted documents. Approval of this Agreement by the stockholders of CNYF shall constitute authorization for exchangeNiagara Bancorp to designate and appoint such Exchange Agent. Neither Niagara Bancorp nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a former stockholder of CNYF until such former stockholder surrenders his Certificate or Certificates or, together with a duly executed letter in lieu thereof, any such appropriate affidavit of transmittal loss and such other documents indemnity agreement and bond as may be reasonably required by Niagara Bancorp. The Exchange Agent in its agreement shall be obligated to pay the Depositary Merger Consideration in accordance with this Agreement. (b) If payment of the Merger Consideration is to be made to a person other than the person in whose name a Certificate surrendered in exchange therefore is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or Transoceanaccompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, (I) and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Valaris Share Certificate tax has been paid or is not payable. (c) On or prior to the Merger Effective Date, Niagara Bancorp shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the CNYF stockholders shall be entitled to receive on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration upon the conversion of CNYF Common Stock in book-entry form accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such CNYF Common Stock. (e) Promptly following the date which is twelve months after the Merger Effective Date, the Exchange Agent shall deliver to Niagara Bancorp all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of CNYF Common Stock may surrender such Certificate to Niagara Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefore the Merger Consideration multiplied by the number of whole Transocean Shares that shares of CNYF Common Stock formerly represented by such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of Certificate, without any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)interest or dividends thereon. (iif) As promptly as practicable after After the close of business on the Merger Effective TimeDate, but in there shall be no event later than three (3) Business Days following transfers on the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder stock transfer books of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders CNYF of the effectiveness shares of the Business Combination, (B) a statement reflecting the number of Transocean Shares (CNYF Common Stock which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and are outstanding immediately prior to the Merger Effective Time Date, and the stock transfer books of CNYF shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (other than Canceled Shares)g) In the event any certificate for CNYF Common Stock shall have been lost, stolen or destroyed, the relevant former Valaris Shareholder Exchange Agent shall be entitled to receive deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the Exchange Ratio and any making of an affidavit of the fact by the holder thereof, the cash in lieu of fractional Transocean Shares to be paid pursuant in the Merger as provided for herein; provided, however, that Niagara Bancorp may, in its sole discretion and as a condition precedent to Section 2.5(d)the delivery thereof, if any. Each Valaris Share require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as Niagara Bancorp as indemnity against any claim that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean may be made against CNYF, Niagara Bancorp or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior other party with respect to the Effective Timecertificate alleged to have been lost, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofstolen or destroyed. (iih) At the Effective Time, each Valaris Warrant that Niagara Bancorp is outstanding hereby authorized to adopt additional rules and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change regulations with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior matters referred to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action 2.03 not inconsistent with respect to its securities that is otherwise prohibited by the provisions of this Agreement.

Exchange Procedures. (ia) As promptly soon as practicable after the Effective Time, but in no event later than three (3) Business Days following the Exchange Agent shall mail to each holder of record of a Certificate or Certificates which, immediately prior to the Effective Time, Transocean shall cause represented outstanding Company Common Shares subsequently converted into the Depositary right to mail and otherwise make available to each holder of recordreceive the Merger Consideration, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): set forth in Section 2.4: (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (a "Letter of Transmittal") which (i) shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, pass only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryExchange Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.7) and (ii) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. applicable Merger Consideration. (b) Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangeExchange Agent, together with a Letter of Transmittal, duly executed letter of transmittal executed, and such any other documents as may be reasonably required by the Depositary Exchange Agent or Transoceanthe Surviving Corporation, (IA) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor a check and a certificate or certificates representing the number applicable amount of whole Transocean Shares that cash and shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) 2.4 and (IIB) the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. Until so surrendered, each such Certificate shall represent the right to receive the aggregate Merger Consideration relating thereto. (c) In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Company Common Shares is presented to the Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. Until surrendered as contemplated by this Section 2.53.2, each Valaris Share such Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares upon such surrender the appropriate amount of the applicable Merger Consideration. (d) No dividends or other distributions that are declared or made after the Effective Time with respect to Parent Common Stock payable to holders of record thereof after the Effective Time shall be paid to a Company Stockholder entitled to receive certificates representing Parent Common Stock until such Company Stockholder has properly surrendered such Company Stockholder's Certificates. Upon such surrender, there shall be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividends which shall have become payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided, however, that such dividend payments shall be made on such payment dates. In no event shall the Company Stockholder entitled to receive such dividends be entitled to receive interest on such dividends. (e) No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of Parent. All fractional shares of Parent Common Stock that a Company Stockholder would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled. Parent shall timely make available to the Exchange Agent any cash necessary to make payments in lieu of any fractional Transocean Share) shares as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising aforesaid. No such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to shares of Parent Common Stock shall be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean any Company Stockholder until Certificates are surrendered and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees exchanged in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement3.2.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Surviving Corporation shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as of (i) a certificate or certificates which immediately prior to the Effective TimeTime represented outstanding Shares (the "CERTIFICATES"), of Valaris Shares represented by (ii) a certificate grant letter, option agreement, or other document representing a Converted Option (eachan "OPTION DOCUMENT"), and (iii) a “Valaris Share Certificate”): certificate, agreement, or other document representing a Company Warrant (a "WARRANT CERTIFICATE"), the following: (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effectedeffective, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates, Option Documents, and Warrant Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates, Option Documents, and Warrant Certificates to the Depositary) Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify; and (B) instructions for use in effecting the surrender of the Valaris Share such Certificates, Option Documents, and Warrant Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreementapplicable Merger Consideration. Upon surrender of a Valaris Share Certificate, Option Document, or Warrant Certificate to the Depositary for exchange, Exchange Agent together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate, Option Document, or Warrant Certificate shall be entitled to receive in book-entry form exchange therefor the number applicable Merger Consideration and the Certificate, Option Document, or Warrant Certificate so surrendered shall be cancelled. No interest will be paid or will accrue on the Merger Consideration payable to holders of whole Transocean Shares that such holder has the right to receive Certificates, Option Documents, or Warrant Certificates pursuant to the provisions of Section 2.5(d) (and cash this Article III. In the event of a surrender of a Certificate representing Shares or a Warrant Certificate representing Company Warrants which are not registered in lieu the transfer records of any fractional share the Company under the name of Valaris Share) and (II) the Valaris Share person surrendering such Certificate or Warrant Certificate, payment may be made to a person other than the person in whose name the Certificate or Warrant Certificate so surrendered is registered if such Certificate or Warrant Certificate shall be immediately canceledproperly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of payment to a person other than the registered holder of such Certificate or Warrant Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.53.4, each Valaris Share Certificate, Option Document, and Warrant Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after upon such surrender the Effective Time, but in no event later than three (3) Business Days following Merger Consideration which the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder thereof has the right to receive in respect of such Certificate, Option Document, or Warrant Certificate pursuant to the provisions of this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anyArticle III. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but and in no any event not later than three the second (32nd) Business Days Day following the Effective Time, Transocean TCCC shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of recordrecord of shares of CCE Common Stock whose shares of CCE Common Stock were converted into the applicable Merger Consideration pursuant to Section 2.4(b), as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (Ax) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders Certificates and/or Book-Entry Shares shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders thereto shall pass, only upon proper delivery of such Valaris Share Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the DepositaryExchange Agent and which shall be in such form and have such other provisions as agreed to by TCCC, CCE and Splitco) and (By) instructions for use in effecting the surrender of the Valaris Share Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Merger Consideration. (ii) Upon surrender of a Valaris Share Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Depositary for exchange, Exchange Agent together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required thereby or by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate Certificates or Book-Entry Shares shall be entitled to receive in book-entry form exchange therefor the number applicable Merger Consideration in respect of whole Transocean Shares that such holder has the right to receive pursuant shares of CCE Common Stock held prior to the provisions Effective Time represented by its Certificates or Book-Entry Shares. No interest will be paid or accrued on any amount payable upon due surrender of Section 2.5(d) (Certificates or Book-Entry Shares. In the event of a transfer of ownership of a Certificate that is not registered in the transfer records of CCE, the applicable Merger Consideration may be paid to the transferee thereof if the Certificate formerly representing such shares of CCE Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and cash in lieu of effect such transfer and to evidence that any fractional applicable share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceledtransfer taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5, each Valaris Certificate and Book-Entry Share Certificate shall shall, subject to the provisions of Section 2.4, be deemed, from and deemed at any time after the Effective Time, Time of the Merger to represent only the right to receive Transocean Shares upon surrender the applicable Merger Consideration (and cash in lieu of any fractional Transocean Sharewithout interest) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris WarrantsArticle II. (iii) The number of Transocean Shares Exchange Agent shall be entitled to which a Valaris Shareholder or a deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Valaris PSUsshares of CCE Common Stock such amounts as are required to be withheld or deducted under the Code, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect or any provision of any share United States state or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change local Tax Law with respect to Transocean Shares the making of such payment. Amounts so withheld or Valaris Shares occurring after the Agreement Date deducted and prior paid over to the Effective Time applicable Governmental Entity will be treated for all purposes of this Agreement as having been paid to the holder of the shares of CCE Common Stock in respect of which such deduction and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementwithholding were made.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, Time (but in no event later than three (3) Business Days following the Effective Timethereafter), Transocean Axcelis shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of recordrecord of a Veeco Certificate or Veeco Book-Entry Share, as of in each case which shares were converted into the right to receive the applicable Veeco Merger Consideration at the Effective Time, of Valaris Shares represented by a certificate Time pursuant to this Agreement: (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably transmittal, which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Veeco Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Veeco Certificates to the Depositary) Exchange Agent, and shall otherwise be in such form and have such other provisions as Axcelis, Veeco and the Exchange Agent may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Valaris Share Veeco Certificates and Veeco Book-Entry Shares in exchange for Transocean the applicable Veeco Merger Consideration and the method of payment of such holder’s Fractional Shares Cash Amount. Upon surrender of Veeco Certificates or Veeco Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Veeco and Axcelis, and upon delivery of a letter of transmittal, duly executed and in proper form with all required enclosures and attachments, with respect to such Veeco Certificates or Veeco Book-Entry Shares, the holder of such Veeco Certificates or Veeco Book-Entry Shares shall be entitled to receive the whole shares of Axcelis Common Stock that such holder is entitled to receive pursuant to Section 2.1 and, if applicable, the Scheme Fractional Shares Cash Amount for each share of Arrangement and any cash in lieu of a fractional share which the Valaris Shares Veeco Common Stock formerly represented by such Valaris Share Veeco Certificates or Veeco Book-Entry Share. Any Veeco Certificates or Veeco Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the applicable Veeco Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Veeco Certificate is registered, it shall be a condition precedent to payment that the Veeco Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the applicable Veeco Merger Consideration to a Person other than the registered holder of the Veeco Certificate so surrendered and shall have established to the satisfaction of Axcelis that such Taxes either have been converted into paid or are not required to be paid. Notwithstanding anything to the right contrary contained in this Agreement, no holder of Veeco Book-Entry Shares shall be required to deliver a Veeco Certificate or, in the case of holders of Veeco Book-Entry Shares held through the Depository Trust Company, an executed letter of transmittal, to receive the applicable Veeco Merger Consideration that such holder is entitled to receive pursuant to this Agreement. Upon surrender Delivery of a Valaris Share Certificate the applicable Veeco Merger Consideration with respect to Veeco Book-Entry Shares shall only be made to the Depositary for exchange, together with a duly executed letter of transmittal and Person in whose name such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceledshares are registered. Until surrendered as contemplated by this Section 2.5hereby, each Valaris Veeco Certificate or Veeco Book-Entry Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash the applicable Veeco Merger Consideration provided in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after the Effective Timedate hereof, but in no event later than three (3) Business Days following the Effective Time, Transocean Adara shall use its reasonable best efforts to cause the Depositary Exchange Agent to mail and otherwise make available to each record holder of recordCompany Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, as which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share CertificateTransmittal”): ) and shall specify (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the Depositary) Exchange Agent; and (B) instructions for use in effecting the surrender of the Valaris Share Certificates (or affidavit of loss in exchange for Transocean Shares lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Scheme Letter of Arrangement and any cash Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchangeas provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed letter of transmittal in accordance with the instructions thereto and such other documents as may be reasonably required by the Depositary or Transoceanpursuant to such instructions, (I) the holder of such Valaris Share Certificate Certificates shall be entitled to receive in book-entry form exchange therefore, and Adara shall cause the number of whole Transocean Shares that such holder has Exchange Agent to deliver the right to receive pursuant to Per Share Closing Merger Consideration in accordance with the provisions of Section 2.5(d) (3.01, and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall forthwith be immediately canceledcancelled. Until surrendered as contemplated by this Section 2.53.02, each Valaris Certificate entitled to receive the Per Share Certificate Closing Merger Consideration in accordance with this Article III shall be deemed, from and deemed at all times after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in lieu accordance with the provisions of any fractional Transocean Share) as contemplated by Section 2.5(d)this Article III. (ii) As promptly as practicable after the Effective Time, but in no event later than three Within two (32) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash but in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately no event prior to the Effective Time), Adara shall be canceled automatically and shall cease cause the Exchange Agent to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment deliver to each record holder of capital made in respect thereof. (ii) At the Effective TimeCompany Common Stock, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and such Company Common Stock shall immediately forthwith be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantscancelled. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly as practicable and in any event within two (2) Business Days after the Effective Time, but in no event later than three (3) Business Days following the Paying Agent shall mail to each holder of record of a Certificate or Certificates that, immediately prior to the Effective Time, Transocean shall cause represented outstanding Shares subsequently converted into the Depositary right to mail and otherwise make available to each holder of recordreceive the Merger Consideration, as of the Effective Time, of Valaris Shares represented by a certificate set forth in Section 2.04 (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (a “Letter of Transmittal”) that (A) shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, pass only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryPaying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in such form and have such other provisions as the Surviving Corporation may specify, subject to the Company’s reasonable approval (to be sought prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. applicable Merger Consideration. (b) Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangePaying Agent, together with a Letter of Transmittal, duly executed letter of transmittal completed and such executed, and any other documents as may be reasonably required by the Depositary Paying Agent or Transoceanthe Surviving Corporation, (Ii) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor the number of whole Transocean Shares Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) 2.04 and (IIii) the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 2.53.02, each Valaris Share such Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)upon such surrender the applicable Merger Consideration. (iic) As Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time, but and in no any event later than within three (3) Business Days following after the Effective Time, Transocean shall instruct the Depositary Merger Consideration to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right is entitled to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anyArticle III. (iiid) With respect In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Book-Entry Valaris Shares held through DTC, Transocean Paying Agent properly endorsed or accompanied by appropriate stock powers and V▇▇▇▇▇▇ shall otherwise in proper form for transfer and accompanied by all documents reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied required by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior Paying Agent to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force evidence and effect from and after the Effective Time such transfer and to permit the holders of Valaris Warrants to, upon exercise of evidence that any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantsapplicable Taxes have been paid. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as reasonably practicable after following the Effective Time, Time (but in no event later than three ten (310) Business Days following the Effective Time), Transocean Parent shall cause the Depositary Paying Agent to mail and otherwise make available to each holder of record, as record of a certificate or certificates which immediately prior to the Effective TimeTime represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Valaris Shares represented by a certificate shares of Company Common Stock) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 4.1 (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing with such other provisions as Transocean and Valaris Parent may reasonably determine (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryPaying Agent) and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchange, Paying Agent together with a duly executed such letter of transmittal transmittal, properly completed and duly executed, and such other documents as may be reasonably required by pursuant to such instructions (or, if such shares are held in book-entry or other uncertificated form, upon the Depositary or Transoceanentry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor the number of whole Transocean Shares that Merger Consideration which such holder has the right to receive pursuant to in respect of the provisions shares of Section 2.5(d) (Company Common Stock formerly represented by such Certificate, and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall forthwith be immediately canceledcancelled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.54.2, each Valaris Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu upon such surrender the Merger Consideration or the right to demand to be paid the “fair value” of any fractional Transocean Share) the shares represented thereby as contemplated by Section 2.5(d)4.3. (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As At or promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean SHC shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of recordrecord of a Frankfort First Certificate, as other than holders of Dissenting Shares, which immediately prior to the Effective Time, Time of Valaris Shares Merger represented by outstanding shares of Frankfort First Common Stock and which was not submitted to the Exchange Agent with a certificate (each, a “Valaris Share Certificate”): duly executed and completed Form of Election: (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably ("Letter of Transmittal") which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Frankfort First Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Frankfort First Certificates to the Depositary) Exchange Agent and which shall be in such form and have such other customary provisions as SHC may reasonably specify and which are reasonably acceptable to Frankfort First; and (B) instructions for use in effecting to effect the surrender of the Valaris Share Frankfort First Certificates in exchange for Transocean Shares pursuant to the Scheme cash or shares of Arrangement and any cash SHC Common Stock, or both, as described in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. . (ii) Upon surrender of a Valaris Share Frankfort First Certificate for cancellation to the Depositary for exchange, Exchange Agent together with either a Form of Election or a Letter of Transmittal, in each case duly executed letter of transmittal executed, and with such other documents as the Exchange Agent may be reasonably required by the Depositary or Transoceanrequire, (I) the holder of such Valaris Share Frankfort First Certificate shall be entitled to receive, and SHC shall cause the Exchange Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of whole shares of SHC Common Stock to which such holder is entitled to receive in book-entry form respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (B) a check representing the cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (C) a check for any Fraction Payment. The Frankfort First Certificate so surrendered shall forthwith be canceled; provided, however, that fractional share interests of any one holder shall be aggregated to maximize the number of whole Transocean Shares shares of SHC Common Stock to be issued and minimize the Fraction Payments. (iii) In the event of a transfer of ownership of shares of Frankfort First Common Stock which is not registered in the transfer records of Frankfort First, a certificate representing the proper number of shares of SHC Common Stock, a check for the proper amount of cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be delivered to the transferee if the Frankfort First Certificate which represented such shares of Frankfort First Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to this Agreement, the cash in lieu of fractional shares, if any, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, payable to Frankfort First Shareholders. (v) If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and, if required by SHC in its reasonable discretion, the posting by such Person of a bond in such reasonable amount as SHC may direct as indemnity against any claim that may be made against it with respect to such Frankfort First Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Frankfort First Certificate, a certificate representing the proper number of shares of SHC Common Stock and a check for the cash, in each case that such Frankfort First Shareholder has the right to receive pursuant to Section 2.8 of this Agreement, and the provisions Fraction Payment, if any, with respect to the shares of Section 2.5(dFrankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Agreement. (vi) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.52.9 of this Agreement, each Valaris Share Certificate Frankfort First Certificate, other than Dissenting Shares, shall be deemed, from and deemed at all times after the Effective Time, Time to represent only the right to receive Transocean Shares (upon surrender only the cash or shares of SHC Common Stock, or both, and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)Fraction Payment. (iivii) As promptly Dissenting Shares as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which appraisal rights have been properly perfected shall be in uncertificated book-entry form) representing, treated in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this manner provided in Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any2.12. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As At or promptly as practicable after following the Company Merger Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean CCI shall cause DST Systems, Inc., or any successor transfer agent of CCI (the Depositary “Transfer Agent”), to mail and otherwise make available record on the stock records of CCI the issuance of shares of CCI Class A Common Stock (including any fractional shares thereof) equal to the Company Merger Consideration that is issuable to each holder of recordshares of CMOF Common Stock pursuant to Section 3.1(a). For the avoidance of doubt, delivery of the Company Merger Consideration shall only be made to the Person in whose name the relevant shares of CMOF Common Stock are registered in the stock transfer books of CMOF as of the Company Merger Effective Time. (b) At or promptly following the Partnership Merger Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form CCI and containing the Surviving OP shall take such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents action as may be reasonably required by necessary to issue CROP Common Units (including fractional units thereof) equal to the Depositary or Transocean, (I) the Partnership Merger Consideration that is issuable to each holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive CMOF OP Partnership Units pursuant to Section 3.1(b), subject to the provisions receipt of Section 2.5(d) (and cash customary representations from such holders. For the avoidance of doubt, delivery of the Partnership Merger Consideration shall only be made to the Person in lieu whose name the relevant CMOF OP Partnership Units are registered in the transfer books of any fractional share CMOF OP as of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Partnership Merger Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (iic) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to All securities issuable pursuant to this Agreement shall be adjusted in book-entry form. (d) None of CCI, CMOF, the Surviving Company, the Surviving OP, the Transfer Agent or any employee, officer, director, agent or Affiliate of such entities, shall be liable to reflect fully the effect any Person in respect of any share Company Merger Consideration or stock splitPartnership Merger Consideration (or the appropriate portion thereof) that has been delivered to a public official pursuant to any applicable abandoned property, reverse split, share escheat or stock dividend (including any dividend similar Law. Any amounts so delivered that remain unclaimed by holders of shares of CMOF Common Stock or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and CMOF OP Partnership Units immediately prior to the Effective Time time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of CCI and the Exchange Ratio CROP, as applicable, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto. (e) No interest shall be deemed to be such exchange ratio paid or accrued on the Company Merger Consideration (or any amounts in respect thereof, including any dividends payable on shares of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing CCI Class A Common Stock) or the Partnership Merger Consideration (or any amounts in this Section 2.5 shall be construed to permit Transocean or Valaris to take respect thereof, including any action with respect to its securities that is otherwise prohibited by this Agreementdistributions payable on CROP Common Units) for the benefit of the holders thereof.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, Time (but in no event later more than three (3) Business Days following five business days thereafter), the Effective Time, Transocean Surviving Corporation shall cause the Depositary Paying Agent to mail and otherwise make available to each holder of recordrecord of Shares that were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Shares shall pass, only upon proper delivery of such Valaris Share Certificate the certificates (or evidence of shares in book entry form) which immediately prior to the DepositaryEffective Time represented outstanding Shares (the “Certificates”) to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Shares held in book-entry form) as Parent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to payment of the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangePaying Agent, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be reasonably required by the Depositary or TransoceanPaying Agent), (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor the number Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of whole Transocean Shares the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (IIx) the Valaris Share Certificate so surrendered shall be immediately canceledaccompanied by all documents required to evidence and effect that transfer and (y) the Paying Agent shall be entitled to deduct any applicable Taxes from the Merger Consideration in accordance with Section 2.2(g), unless the Person requesting such payment shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.5, each Valaris Share Each Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash upon surrender in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to accordance with this Section 2.5 (after taking 2.2 the Merger Consideration into account all Valaris which the Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid have been converted pursuant to Section 2.5(d2.1(c), if any. (iii) With respect . No interest shall be paid or accrued on any cash payable to holders of Certificates pursuant to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal provisions of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anythis Article II. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly as practicable Promptly after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Parent shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as record of Certificates or Book Entry Shares whose shares were converted into the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): right to receive Merger Consideration pursuant to Section 2.6 (A) a letter of transmittal in customary and instructions, the form and containing such provisions substance of which shall be substantially as Transocean reasonably agreed to by the Company and Valaris may reasonably specify Parent and prepared prior to the Effective Time Closing (including a provisions confirming the “Letter of Transmittal”), which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title with respect to the Valaris Share Certificate held by such Valaris Shareholders Certificates or Book-Entry Shares shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Depositary) Exchange Agent, and (B) instructions for use in effecting the surrender of the Valaris Share such Certificates or Book-Entry Shares, as applicable, in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Merger Consideration. (b) Upon surrender of a Valaris Certificate or Book-Entry Share Certificate to the Depositary for exchange, Exchange Agent together with a such Letter of Transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by completed in accordance with the Depositary or Transoceaninstructions thereto, (I) the holder of such Valaris Certificate or Book-Entry Share Certificate shall be entitled to receive promptly in book-entry form exchange therefor the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional Merger Consideration for each share of Valaris Share) Common Stock formerly represented by such Certificate or Book-Entry Share and (II) the Valaris such Certificate or Book-Entry Share Certificate so surrendered shall then be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (iic) As promptly as practicable after No interest will be paid or will accrue for the Effective Time, but in no event later than three (3) Business Days following benefit of holders of the Effective Time, Transocean shall instruct Certificates on the Depositary to mail and otherwise make available to each former Valaris Shareholder Merger Consideration payable upon the surrender of Valaris Shares in book-entry form (the “Certificates or Book-Entry Valaris Shares”) . In the event of a transfer of ownership of Common Stock which is not held through The Depositary Trust Company (registered in the “DTC”), (A) a notice advising such holders transfer records of the effectiveness Company, payment of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall Merger Consideration may be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With made with respect to such Common Stock to such a transferee if the Certificate or Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior formerly representing such shares of Common Stock is presented to the Effective Time Exchange Agent, accompanied by all documents required to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force evidence and effect from and after the Effective Time such transfer and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in evidence that all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantsapplicable stock transfer taxes have been paid or are not applicable. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (i) As promptly executes and delivers a counterpart signature page to this Agreement, (ii) executes and delivers a Letter of Transmittal (as practicable defined below) and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time, but Parent shall have and make available a sufficient amount of cash and a sufficient number of shares of Parent Common Stock and New Parent Warrants for exchange in no event later than accordance with the terms and conditions of this Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to mail or deliver (or cause to be mailed or delivered) within fourteen (14) days after the date of this Agreement a letter of transmittal substantially in the form attached hereto as Exhibit C (the “Letter of Transmittal”) and a copy of the Information and Offering Memorandum to each RPS Securityholder that did not previously satisfy the Delivery Requirements. Target shall, upon receiving any original Letter of Transmittal, Certificate, Affidavit of Loss or other communication or correspondence concerning the Letter of Transmittal or the Merger, promptly inform Parent of the same and deliver such original to Parent (it being understood that in all cases Parent shall receive and hold the original of the Letter of Transmittal in escrow pending the Closing and the RPS Securityholders Committee shall receive and hold a copy of the Letter of Transmittal). From and after the Effective Time, Parent shall within three (3) Business Days following after an RPS Securityholder has satisfied the Effective TimeDelivery Requirements (x) pay such RPS Securityholder in cash, Transocean shall cause by wire transfer of immediately available funds the Depositary amount of any cash to mail and otherwise make available which such RPS Securityholder is entitled pursuant to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior Section 2.1 to the Effective Time (including a provisions confirming that delivery account(s) specified in such RPS Securityholder’s Letter of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) Transmittal and (By) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant deliver to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form RPS Securityholder the number of whole Transocean Shares that shares of Parent Common Stock and New Parent Warrants to which such holder has the right to receive RPS Securityholder is entitled pursuant to the provisions of Section 2.5(d) 2.1 (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceledif any). Until surrendered as contemplated by this Section 2.52.3, each Valaris Share Certificate shall be deemed, from deemed upon and at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders appropriate amount of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be consideration without interest as provided in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any2.1. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) At or prior to the Effective Time, Sky shall deposit, or shall cause to be deposited, with The Bank of New York (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing Metropolitan Common Shares ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the Sky Common Shares ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring on or after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding Metropolitan Common Shares. (b) As promptly as practicable after the Effective TimeDate, but in no event later than three (3) Business Days following the Effective Time, Transocean Sky shall cause the Depositary New Certificates into which shares of a shareholder's Metropolitan Common Shares are converted on the Effective Date and/or any check in respect of cash to mail and otherwise make available to each holder of record, be paid as part of the Effective Time, Merger Consideration and in respect of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing any fractional share interests or dividends or distributions which such provisions as Transocean and Valaris may reasonably specify prior person shall be entitled to receive to be delivered to such shareholder upon delivery to the Effective Time Exchange Agent of Old Certificates representing such Metropolitan Common Shares (including a provisions confirming that delivery or an indemnity affidavit reasonably satisfactory to Sky and the Exchange Agent, if any of Valaris Share Certificate by Valaris Shareholders shall be effectedsuch certificates are lost, and risk of loss and title to the Valaris Share Certificate held stolen or destroyed) owned by such Valaris Shareholders shall pass, only upon proper delivery of shareholder. No interest will be paid on any such Valaris Share Certificate cash to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash be paid in lieu of a fractional share which interests or in respect of dividends or distributions that any such person shall be entitled to receive pursuant to this Article III upon such delivery. (c) Notwithstanding the Valaris foregoing, neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Metropolitan Common Shares represented by such Valaris Share for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to Sky Common Shares with a record date occurring on or after the Effective Date shall be paid to the holder of any unsurrendered Old Certificate shall have been representing Metropolitan Common Shares converted in the Merger into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) Sky Common Shares until the holder of such Valaris Share Certificate thereof shall be entitled to receive New Certificates in book-entry form exchange therefor in accordance with the number of whole Transocean procedures set forth in this Section 3.04. After becoming so entitled in accordance with this Section 3.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofor had become payable with respect to Sky Common Shares that such holder has had the right to receive pursuant upon surrender of the Old Certificates. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Metropolitan for nine months after the Effective Time shall be paid to Sky. Any shareholders of Metropolitan who have not theretofore complied with this Article III shall thereafter look only to Sky for payment of the provisions of Section 2.5(d) (and Sky Common Shares, cash in lieu of any fractional share shares and unpaid dividends and distributions on Sky Common Shares deliverable in respect of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered each Metropolitan Common Shares such shareholder holds as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive determined pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”)Agreement, in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor without any repayment of capital made in respect thereofinterest thereon. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly as practicable At and after the Effective Time, but in no event later than three each certificate representing shares of BDC Common Stock (3“Certificate Share”) Business Days following the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify book-entry share which immediately prior to the Effective Time represented the shares of BDC Common Stock (“Book-Entry Shares”) shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. Collectively, the Certificate Shares and Book-Entry Shares are referred to as the “Old Shares.” (b) At least thirty (30) days prior to the Effective Time, Merchants shall deliver to BDC the form letter of transmittal Merchants desires be delivered with the Old Shares, as well as any instructions for delivery of shares of BDC Common Stock at the Effective Time. Prior to the Effective Time, BDC shall collect from the shareholders of BDC the fully executed transmittal letters, any certificates representing the Old Shares, and such other documentation as may reasonably be requested by Merchants (including a provisions confirming that delivery any bond or other indemnity satisfactory to Merchants if any of Valaris Share Certificate by Valaris Shareholders such certificates are lost, stolen or destroyed) (collectively, the “Transmittal Documents”). (c) At the Effective Time, BDC shall be effecteddeliver to Merchants the Transmittal Documents, and risk each holder of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery shares of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall BDC Common Stock that have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder Merger Consideration shall be entitled to receive the Exchange Ratio and any cash Merger Consideration in lieu respect of fractional Transocean Shares to the BDC Common Stock represented by the Transmittal Documents for such holder. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to Section 2.5(d)this Article II. (d) The stock transfer books of BDC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of BDC of any shares of BDC Common Stock. If, if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to after the Effective Time, Old Shares are presented to Merchants, they shall be canceled automatically and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.02. (e) Merchants shall be entitled to rely upon BDC’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Share, Merchants shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (f) If any Old Share shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Share to be lost, stolen, or destroyed and, if required by Merchants, the posting by such Person of a bond or other indemnity satisfactory to Merchants as indemnity against any claim that may be made against it with respect to such Old Share, Merchants will issue in exchange for such lost, stolen, or destroyed Old Share the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (g) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of BDC Common Stock that are held as treasury stock of BDC or owned by Merchants (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist and be issued and outstanding and no consideration Merger Consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofexchanged therefor. (iih) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting Notwithstanding the foregoing, Transocean no party hereto shall take all actions necessary be liable to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a former holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled BDC Common Stock for any amount properly delivered to a public official pursuant to this Agreement shall be adjusted to reflect fully the effect of any share applicable abandoned property, escheat or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementsimilar laws.

Exchange Procedures. (i) Not more than 90 days nor fewer than 30 days prior to the Closing Date, the Exchange Agent will mail a form of election (the "Form of Election") to holders of record of shares of SCANA Common Stock and to the holders of record of shares of PSNC Common Stock (as of a record date as close as practicable to the date of mailing and mutually agreed to by PSNC and SCANA). In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons (as defined in Section 2.3(f)) who become shareholders of SCANA or PSNC during the period between such record date and the Closing Date. Any election to receive SCANA Merger Consideration contemplated by Section 2.1(e) or PSNC Cash Consideration contemplated by Section 2.2(d) will have been properly made only if the Exchange Agent shall have received at its designated office or offices, by 5:00 p.m., New York City time, on the fifth business day immediately preceding the Closing Date (the "Election Deadline"), a Form of Election properly completed and accompanied by a SCANA Certificate or a PSNC Certificate, as the case may be (together or as applicable, "Certificate(s)") for the shares to which such Form of Election relates, duly endorsed in blank or otherwise acceptable for transfer on the books of SCANA or PSNC, as the case may be (or an appropriate guarantee of delivery), as set forth in such Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Deadline. In addition, all elections shall automatically be revoked if the Exchange Agent is notified in writing by SCANA and PSNC that either of the Mergers has been abandoned. If an election is so revoked, the Certificate(s) (or guarantee of delivery, as appropriate) to which such election relates will be promptly returned to the person submitting the same to the Exchange Agent. SCANA shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked pursuant to this Article II, and to disregard immaterial defects in Forms of Election. The decision of SCANA (or the Exchange Agent) in such matters shall be conclusive and binding (ii) As promptly soon as reasonably practicable after the Effective TimeTime of the First Merger, but in no event later than three (3) Business Days following with respect to the First Merger, and after the Effective Time of the Second Merger, with respect to the Second Merger (together or as applicable, the "Effective Time"), Transocean shall cause the Depositary to Exchange Agent will mail and otherwise make available to each holder of recordrecord of a Certificate, as whose shares of SCANA Common Stock or PSNC Common Stock (collectively, the Effective Time"Shares") were converted into the right to receive SCANA Merger Consideration or PSNC Merger Consideration (together, the "Merger Consideration") and who failed to return a properly completed Form of Valaris Shares represented by a certificate Election, (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which will specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall will be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall Certificates will pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryExchange Agent and will be in such form and have such other provisions as SCANA and PSNC may specify consistent with this Agreement) and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant the Merger Consideration. (iii) At the Effective Time, with respect to properly made elections in accordance with Section 2.3(b)(i), and upon surrender in accordance with Section 2.3(b)(ii) of a Certificate of cancellation to the Scheme of Arrangement Exchange Agent or to such other agent or agents as may be appointed by SCANA and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchangePSNC, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate shall will be entitled to receive in book-entry form exchange therefor the number of whole Transocean Shares Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (this Article II, and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall will forthwith be immediately canceled. In the event of a transfer of ownership of Shares that are not registered in the transfer records of SCANA or PSNC, as the case may be, payment may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such issuance pays any transfer or other taxes required by reason of such payment to a person other than the registered holder of such Certificate or establishes to the satisfaction of SCANA and PSNC that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.52.3, each Valaris Share Certificate shall will be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after upon such surrender the Effective Time, but in no event later than three (3) Business Days following Merger Consideration that the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount Article II. No interest will be paid or will accrue on any cash payable to holders of U.S. dollars equal Certificates pursuant to the amount provisions of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anythis Article II. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, but in no event later than three (3) Business Days following Acquiror shall deliver to each record holder of Company Stock at the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) Time a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of the Certificates to Acquiror and shall be in such Valaris Share Certificate to form and contain such other provisions as the DepositaryCompany and Acquiror shall agree) and (B) instructions for use in effecting the surrender "Letter of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementTransmittal"). Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangeAcquiror, together with a such Letter of Transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transoceanexecuted, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the exchange therefor a certificate representing that number of whole Transocean Acquiror Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (this Article I, less the Escrow Shares attributable to such holder that will be issued and cash in lieu deposited with the Escrow Agent for the account of any fractional share of Valaris Share) such holder, and (II) the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, a certificate evidencing the proper number of Acquiror Shares may be issued to the transferee if the Certificate evidencing the Company Stock shall be surrendered to the Acquiror, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by for exchange in accordance with the provisions of this Section 2.51.07(a), each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean theretofore representing Converted Shares (and cash in lieu other than shares of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares Stock to be paid canceled pursuant to Section 2.5(d), if any. (iii1.06(c) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant this Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and represent for all purposes only the right to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Acquisition Consideration (as defined set forth in the Valaris Warrant this Agreement) multiplied by the number . If any holder of Valaris Converted Shares for which a Valaris Warrant is exercisable immediately prior shall be unable to the consummation of the Business Combinationsurrender such holder's Certificates because such Certificates have been lost or destroyed, including by assuming by written instrument substantially similar such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Valaris Warrant Agreement in all material respects, the obligation Acquiror. No interest shall be paid on any Acquisition Consideration payable to distribute such Transocean Shares to the former holders of Valaris WarrantsConverted Shares. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly as practicable and in any event within two (2) Business Days after the First Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Exchange Agent shall cause the Depositary to mail and otherwise make available to each holder of recordrecord of a Certificate or Certificates that, as of immediately prior to the First Effective Time, of Valaris represented outstanding Shares represented by a certificate subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.04 (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (a “Letter of Transmittal”) that (A) shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, pass only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryExchange Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in such form and have such other provisions as the Surviving Company may specify, subject to the Company’s reasonable approval (to be sought prior to the First Effective Time) and (ii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. applicable Merger Consideration. (b) Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangeExchange Agent, together with a Letter of Transmittal, duly executed letter of transmittal completed and such executed, and any other documents as may be reasonably required by the Depositary Exchange Agent or Transoceanthe Surviving Company, (Ii) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor the number of whole Transocean Shares Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) 2.04 and (IIii) the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. No interest will be paid or accrued on the Merger Consideration payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 2.53.02, each Valaris Share such Certificate shall be deemed, from and deemed at any time after the First Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)upon such surrender the applicable Merger Consideration. (iic) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the First Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article III. (d) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. (e) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued in connection with the First Merger and no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any fractional share and no such fractional share will entitle the owner thereof to vote or to any rights of a shareholder of Parent. As promptly as practicable after the First Effective Time, but in no event later than three (3) Business Days following the Effective TimeExchange Agent, Transocean shall instruct acting as agent for the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness Shares who would otherwise have been entitled to a fraction of the Business Combinationa share of Parent Common Stock, (B) a statement reflecting the number shall aggregate all fractional shares of Transocean Shares (which shall Parent Common Stock that would otherwise be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid issued pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean 2.04 and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares cause them to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to sold on the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the New York Stock Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding at then-prevailing prices and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise issuance of any such Valaris Warrantfractional share, any holder of Shares who would otherwise have been entitled to a fraction of a share of Parent Common Stock shall have the right to receive the Fundamental Transaction Consideration (as defined an amount equal such holder’s proportionate interest in the Valaris Warrant Agreement) multiplied net proceeds from the sale by the number Exchange Agent of Valaris Shares for which a Valaris Warrant is exercisable immediately prior shares of such Parent Common Stock, rounded to the consummation of the Business Combinationnearest ▇▇▇▇▇, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantswithout interest. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Newco shall cause its transfer agent and registrar, American Stock Transfer & Trust Company, acting as the Depositary exchange agent (the "Exchange Agent"), to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time former shareholders of JWCFS appropriate transmittal materials (including a provisions confirming which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and the risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders certificates theretofore representing shares of JWCFS Common Stock shall pass, only upon proper delivery of such Valaris Share Certificate certificates to the DepositaryExchange Agent) and (B) instructions for use in effecting the surrender advising such holder of the Valaris effectiveness of the Share Certificates Exchange and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of Newco) such certificates for exchange into certificates evidencing Newco Common Stock. Each holder of certificates theretofore evidencing shares of JWCFS Common Stock, upon proper surrender thereof to the Exchange Agent together and in accordance with such transmittal form, shall be entitled promptly to receive in exchange for Transocean Shares pursuant to therefor certificates evidencing Newco Common Stock deliverable in respect of the Scheme shares of Arrangement and any cash in lieu of a fractional share which JWCFS Common Stock evidenced by the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchangecertificates so surrendered, together with a duly executed letter all undelivered dividends and distributions in respect of transmittal and such other documents as may shares (without interest thereon) pursuant to Section 2.7(b). Newco shall not be reasonably required by obligated to deliver the Depositary or Transocean, (I) the consideration to which any former holder of JWCFS Common Stock is entitled as a result of the Share Exchange until such Valaris Share Certificate holder surrenders such holder's certificate or certificates representing the shares of JWCFS Common Stock for exchange as provided in this Section 2.7(a). The certificate or certificates of JWCFS Common Stock so surrendered shall be entitled duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Newco nor the Exchange Agent shall be liable to receive a holder of JWCFS Common Stock for any amounts paid or property delivered in book-entry form the number of whole Transocean Shares that such holder has the right good faith to receive a public official pursuant to any applicable abandoned property law. (ii) Promptly after the provisions Effective Time, Newco shall deliver, or cause the Exchange Agent to promptly deliver to, each of Section 2.5(d) the Genesis Members certificates evidencing Newco Common Stock (and cash in lieu of any fractional share of Valaris Shareshare) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, deliverable to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid Genesis Member pursuant to Section 2.5(d)2.4, if any. there has -- been delivered to Newco the certificates representing (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect instruments or evidence of ownership of) all Genesis Membership Interests of such Genesis Member (properly endorsed for transfer to Transocean Shares (or Valaris Shares occurring after the Agreement Date and prior otherwise legally sufficient to the Effective Time and the Exchange Ratio shall be deemed convey ownership thereof) to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this AgreementNewco.

Exchange Procedures. (ia) As promptly soon as practicable after the Effective Time, but in no event later more than three five (35) Business Days following calendar days after the Effective TimeDate, Transocean the Exchange Agent shall cause the Depositary to mail and otherwise make available a letter of transmittal to each holder of record, as record of the Effective Time, Community Financial Common Stock whose shares of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been Community Financial Common Stock were converted into the right to receive pursuant to this Agreementa portion of the Merger Consideration. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed The letter of transmittal shall provide instructions for the submission of certificates (“Old Certificates”) (or an indemnity satisfactory to CHC, the Surviving Bank and Computershare Investor Services, LLC, as Exchange Agent (the “Exchange Agent”), if any of such other documents as may be reasonably required by the Depositary certificates are lost, stolen, or Transocean, (Idestroyed) the representing all shares of Community Financial Common Stock of such holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has record converted into the right to receive pursuant to the provisions applicable portion of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after Merger Consideration at the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (iib) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC At or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, CHC shall deposit, or shall cause to be canceled automatically and deposited, with the Exchange Agent an estimated amount of cash for fractional shares (such cash being hereinafter referred to as, the “Exchange Fund”). In accordance with the terms contained in the letter of transmittal contemplated in this Section 3.04, the Exchange Agent shall cease distribute the Exchange Fund to exist and be issued and outstanding and no consideration shall be delivered the Community Financial shareholders upon receipt of the Old Certificates or a satisfactory indemnity as contemplated in exchange therefor nor any repayment of capital made in respect thereofSection 3.04(a). (iic) At the Effective Time, each Valaris Warrant CHC shall cause any check in respect of any cash that is outstanding and unexercised as a holder of immediately prior Community Financial Common Stock shall be entitled to receive to be delivered to such shareholder no later than five (5) days following delivery to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu Exchange Agent of the number Old Certificates (or indemnity satisfactory to CHC, the Surviving Bank and the Exchange Agent, if any of Valaris Shares then exercisable under such Valaris Warrant prior certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any per share Merger Consideration that any such holder shall be entitled to receive pursuant to this Article III upon such delivery. (d) Any portion of the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied Exchange Fund that remains unclaimed by the number shareholders of Valaris Shares Community for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and one year after the Effective Time and shall be returned to permit the holders CHC. Any shareholders of Valaris Warrants to, upon exercise Community Financial who have not theretofore complied with this Article III shall thereafter look only to CHC for payment of any such Valaris Warrantapplicable per share Merger Consideration, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantswithout any interest thereon. (iiie) The number of Transocean Shares Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to which a Valaris Shareholder or a any former holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled Community Financial Common Stock for any amount properly delivered to a public official pursuant to this Agreement shall be adjusted to reflect fully the effect of any share applicable abandoned property, escheat or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementsimilar laws.

Exchange Procedures. (ia) As promptly as practicable after the Effective Time, but in no event No later than three (3) five Business Days following the Effective Time, Transocean Parent shall cause the Depositary Exchange Agent to mail and otherwise or make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, Certificate a “Valaris Share Certificate”): (A) a notice and letter of transmittal in customary form disclosing the effectiveness of the Merger and containing such provisions as Transocean and Valaris may reasonably the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, pass only upon proper delivery of such Valaris Share Certificate Certificates to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)Exchange Agent. (iib) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC At or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, Parent shall be canceled automatically deliver, or cause Parent Bank to deliver, by wire transfer in immediately available funds, to the Exchange Agent for the benefit of the holders of Certificates (other than the holders of Dissenting Shares and shall cease Treasury Stock) an amount of cash equal to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment the aggregate Merger Consideration for payment of capital made in respect thereofthe aggregate Merger Consideration to such holders of Certificates. (iic) At the Effective Time, each Valaris Warrant that is Each holder of any outstanding Certificate (other than holders of Dissenting Shares and unexercised as of immediately prior Treasury Stock) who surrenders such Certificate to the Effective TimeExchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the prompt payment of the Merger Consideration. The Exchange Agent shall immediately accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange in accordance with normal exchange practices. Each outstanding Certificate which is not surrendered to the Exchange Agent shall, except as provided in Section 3.03, evidence ownership of only the right to receive the Merger Consideration without interest. (d) The Exchange Agent shall not be assumed by Transoceanobligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 3.04, remain outstanding andor, in lieu default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be reasonably required in each case by the Exchange Agent or Parent. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be a condition of the number issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of Valaris Shares then exercisable under assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such Valaris Warrant prior exchange pay to the Effective Time, be exercisable for Exchange Agent any transfer or other tax required by reason of the Fundamental Transaction Consideration issuance of a check in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (as defined in e) Any portion of the Valaris Warrant Agreementcash delivered to the Exchange Agent by Parent or Parent Bank pursuant to Section 3.04(b) multiplied that remains unclaimed by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation former shareholders of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and Company for six months after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied shall be delivered by the number Exchange Agent to Parent or Parent Bank, as applicable. Any shareholders of Valaris Shares the Company who have not theretofore complied with Section 3.04(c) shall thereafter look only to Parent for which a Valaris Warrant the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is exercisable immediately not claimed prior to the consummation date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent or Parent Bank, as applicable (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the Business Combinationparties hereto shall be liable to any holder of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, including by assuming by written instrument substantially escheat or similar in form laws. Parent, Parent Bank and substance the Exchange Agent shall be entitled to rely upon the Valaris Warrant Agreement in all material respectsstock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantswhich books shall be conclusive with respect thereto. (iiif) The number of Transocean Shares to which a Valaris Shareholder Exchange Agent, Parent or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is Parent Bank shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement shall be adjusted to reflect fully the effect any holder of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change Certificates such amounts as it is required to deduct and withhold with respect to Transocean Shares the making of such payment under the Code or Valaris Shares occurring after any state, local or foreign tax law or regulation thereunder. To the extent that amounts are so withheld by the Exchange Agent, Parent or Parent Bank, such withheld amounts shall be treated for all purposes of this Agreement Date and prior as having been paid to the Effective Time holder of the Certificates in respect of which such deduction and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementwithholding was made.

Exchange Procedures. (ia) As promptly as practicable after the Effective Time, Date (but in no event later than three five (35) Business Days following business days after the Effective TimeDate), Transocean the Exchange Agent shall cause the Depositary to mail and otherwise make available to each holder of record, as record of the Effective Time, an outstanding share Certificate or Certificates a Letter of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and Transmittal containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificate or Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented held by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreementholder for payment therefor. Upon surrender of a Valaris Share the Certificate or Certificates to the Depositary Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. Approval of this Agreement by the stockholders of Heritage Bank shall constitute authorization for exchangeBCSB to designate and appoint such Exchange Agent, together with the approval of WHG. Neither BCSB nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a duly executed letter former stockholder of transmittal WHG until such former stockholder surrenders his Certificate or Certificates or, in lieu thereof, any such appropriate affidavit of loss and such other documents indemnity agreement and bond as may be reasonably required by BCSB. (b) If payment of the Depositary Merger Consideration is to be made to a person other than the person in whose name a Certificate surrendered in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or Transoceanaccompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, (I) and that the person requesting such payment shall pay any transfer or other taxes required by reason for the payment to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Valaris Share Certificate tax has been paid or is not payable. (c) On or prior to the Merger Effective Date, BCSB shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the WHG stockholders shall be entitled to receive in book-entry form on the number of whole Transocean Shares that such holder has the right to receive Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the provisions of Section 2.5(d) (Merger Consideration, and cash in lieu of any fractional share shares, upon the conversion of Valaris Share) WHG Common Stock in accordance with the above terms and (II) the Valaris Share Certificate so surrendered conditions shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from deemed to have been issued and after the Effective Time, paid in full satisfaction of all rights pertaining to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)such WHG Common Stock. (iie) As promptly as practicable Promptly following the date which is twelve months after the Merger Effective TimeDate, but the Exchange Agent shall deliver to BCSB all cash, certificates and other documents in no event later than three its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of WHG Common Stock may surrender such Certificate to Baltimore County Bank and (3subject to applicable abandoned property, escheat and similar laws) Business Days following receive in consideration therefor the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting Merger Consideration multiplied by the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number shares of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held WHG Common Stock formerly represented by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d)Certificate, if anywithout any interest or dividends thereon. (iiif) With respect to After the Book-Entry Valaris Shares held through DTCclose of business on the Merger Effective Date, Transocean and V▇▇▇▇▇▇ there shall reasonably cooperate prior to be no transfers on the Effective Time to establish procedures with stock transfer books of WHG of the Depositary and DTC with the goal shares of ensuring WHG Common Stock that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and are outstanding immediately prior to the Merger Effective Time Date, and the stock transfer books of WHG shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (other than Canceled Shares)g) In the event any certificate for WHG Common Stock shall have been lost, stolen or destroyed, the relevant former Valaris Shareholder Exchange Agent shall be entitled to receive deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the Exchange Ratio and any making of an affidavit of the fact by the holder thereof, the cash in lieu of fractional Transocean Shares to be paid pursuant in the Merger as provided for herein; provided, however, that BCSB may, in its sole discretion and as a condition precedent to Section 2.5(d)the delivery thereof, if any. Each Valaris Share require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as BCSB may require as indemnity against any claim that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean may be made against WHG, BCSB or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior other party with respect to the Effective Timecertificate alleged to have been lost, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofstolen or destroyed. (iih) At the Effective TimeBCSB is hereby authorized, each Valaris Warrant that is outstanding and unexercised as of immediately prior after consulting with WHG, to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change adopt additional requirements with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior matters referred to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed 2.03 not inconsistent with the provisions of this Agreement or unduly burdensome to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementthe shareholders of WHG.

Exchange Procedures. (i) As promptly as practicable after At least five (5) days prior to the Effective TimeClosing, but in no event later than three (3) Business Days following the Effective Time, Transocean Acquiror shall send or shall cause the Depositary Exchange Agent to mail and otherwise make available send, to each holder of record, as of Holdco Equityholder at the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to physical address or email address on record with the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”)Holdco, (A) a notice advising such holders Holdco Equityholder of the proposed effectiveness of the Business CombinationHoldco Merger, (B) a statement reflecting the number Letter of Transocean Shares (which shall be in uncertificated book-entry form) representingTransmittal, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount notice of U.S. dollars equal the procedures for surrendering to the amount Acquiror such Holdco Equityholder’s duly executed Letter of cash in lieu of fractional interests in Transocean Shares Transmittal (with all other documentation required to be paid delivered pursuant to the Letter of Transmittal or the Exchange Agent in respect of uncertificated shares), and instructions for transferring such Holdco Equityholder’s shares of Holdco Equity, in exchange for the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder pursuant to Section 2.5(d3.01(a)(iii). Upon delivery of a Letter of Transmittal by such Holdco Equityholder, if any. (iii) With respect to the Book-Entry Valaris Shares held through DTCduly executed and in proper form with all enclosures and attachments required thereby, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder such Holdco Equityholder shall be entitled to receive the Exchange Ratio and aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange for the shares of Holdco Equity so surrendered. Until surrendered as contemplated hereby, each share of Holdco Equity shall be deemed at any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to time after the Effective Time, shall be canceled automatically and shall cease Time to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made represent only the right to receive the applicable Per Share Merger Consideration in respect thereof. (ii) At Following the Effective TimeClosing, each Valaris Warrant within two (2) Business Days of receipt of all required documentation from a Holdco Equityholder required by this Agreement and the Exchange Agent in respect of uncertificated shares, including the Letter of Transmittal and an IRS Form W-9, the Acquiror shall issue (or cause the Exchange Agent to issue) to such Holdco Equityholder, in accordance with the terms of this Agreement, the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange for such Person’s Holdco Equity; provided, however, that is outstanding and unexercised as of immediately prior to the Effective Timeextent that all such required documentation was provided to the Acquiror at least two (2) Business Days before the Closing Date by a Holdco Equityholder, then the Acquiror shall immediately be assumed by Transocean, remain outstanding andissue (or cause the Exchange Agent to issue) to such Holdco Equityholder, in lieu accordance with the terms of this Agreement, the aggregate share of the number of Valaris Shares then exercisable under Aggregate Merger Consideration payable to such Valaris Warrant prior Holdco Equityholder in exchange for such Person’s Holdco Equity on the Closing Date. Notwithstanding anything to the Effective Timecontrary in this Agreement or any knowledge possessed or acquired by or on behalf of Acquiror or any of its Affiliates, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respectsAcquiror, the Exchange Agent and their Affiliates shall be entitled to conclusively and definitively rely on, without any obligation to distribute investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the documentation provided by each Holdco Equityholder (including wire instructions, account information or addresses), which shall be binding on and enforceable against such Transocean Shares to the holders of Valaris WarrantsHoldco Equityholder. (iii) The number If payment of Transocean Shares any Per Share Merger Consideration is to which be made to a Valaris Shareholder or Person other than the Person in whose name any surrendered share of Holdco Equity is registered, it shall be a condition precedent to payment that the share of Holdco Equity so surrendered shall be in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the applicable Per Share Merger Consideration in respect thereof, as applicable, to a Person other than the registered holder of Valaris PSUs, Valaris RSUs the share of Holdco Equity so surrendered and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior have established to the Effective Time and the Exchange Ratio shall be deemed satisfaction of Acquiror that such Taxes either have been paid or are not required to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementpaid.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but and in no any event later than three within seven (37) Business Days following the Effective Timethereafter, Transocean Eurasian shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as record of Bullion Shares whose shares were converted into the Effective Time, of Valaris Shares represented by a certificate right to receive the Merger Consideration: (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, pass only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryExchange Agent) and (Bii) instructions for use in effecting surrendering the surrender Certificates (or affidavits of the Valaris Share Certificates loss in lieu thereof) or Book-Entry Shares in exchange for Transocean certificates or book-entries representing Eurasian Shares comprising the Share Consideration portion of the Merger Consideration and cash comprising the Cash Consideration portion of the Merger Consideration and any dividends or other distributions to which holders of Certificates or Book-Entry Shares are entitled pursuant to the Scheme of Arrangement Section 3.2(c) and any cash in lieu of a any fractional share Eurasian Shares to which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive holders are entitled pursuant to this AgreementSection 3.2(d). Upon surrender of a Valaris Certificate or Book-Entry Share Certificate to for cancellation with the Depositary for exchangeExchange Agent, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed, and/or such other documents as may reasonably be reasonably required requested by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Certificate or Book-Entry Share Certificate shall be entitled to receive in exchange therefor: (A) a certificate or book-entry form the representing that number of whole Transocean Eurasian Shares that such holder has the right to receive pursuant to the provisions of this Article 3 after taking into account all the Bullion Shares then held by such holder under all such Certificates or Book-Entry Shares so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article 3, including (1) the Cash Consideration portion of the Merger Consideration (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(d3.2(c), and (3) (and any cash in lieu of any fractional share Eurasian Shares to which such holder is entitled pursuant to Section 3.2(d), and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. In the event of Valaris Sharea transfer of ownership of Bullion Shares that is not registered in the transfer records of Bullion, (x) a certificate or book-entry representing the number of Eurasian Shares comprising the Share Consideration portion of the Merger Consideration and (IIy) a check for the Valaris Share proper amount of cash (i) comprising the Cash Consideration portion of the Merger Consideration, (ii) comprising any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and (iii) any cash in lieu of fractional Eurasian Shares to which such holder is entitled pursuant to Section 3.2(d) shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be immediately canceledproperly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of Eurasian Shares to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that any such Tax has been paid or is not applicable. The Eurasian Shares constituting the Share Consideration, at Eurasian’s option, shall be in uncertificated book-entry form unless a physical certificate is requested by a holder of Bullion Shares or is otherwise required under applicable Law. Until surrendered as contemplated by this Section 2.53.2(b), each Valaris Certificate and Book-Entry Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu upon such surrender, the Merger Consideration, any dividends or other distributions to which the holder of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “such Certificate or Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid Share is entitled pursuant to Section 2.5(d), if any. (iii3.2(c) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Eurasian Shares to be paid which such holder is entitled pursuant to Section 2.5(d3.2(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares No interest will be paid or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable will accrue for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number benefit of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of Bullion Shares on the Merger Consideration or on any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior other cash payable to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Bullion Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this AgreementArticle 3.

Exchange Procedures. (ia) As promptly Company shall cause each Securityholder to fully complete the investor questionnaire attached hereto as practicable after Exhibit D (the Effective Time"Investor Questionnaire"), but and the Company shall direct each Securityholder to accurately complete such Investor Questionnaire to be in no event all material respects true, correct and complete. No later than three five (35) Business Days following prior to the Effective TimeClosing, Transocean Company and the Key Person shall use reasonable best efforts to cause each Securityholder to deliver to Parent a completed Investor Questionnaire. (b) To the Depositary extent that any Securityholder does not deliver an Investor Questionnaire by the fifth (5th) Business Day prior to mail and otherwise make available Closing or a Securityholder, that is not an Accredited Investor nor a Sophisticated Investor (each as defined in the Investor Questionnaire), has failed to each holder of record, as of the Effective Time, of Valaris Shares represented by appoint a certificate "purchaser representative" in accordance with Section 5.05(b) (each, a “Valaris an "Ineligible Securityholder"), then each such Securityholder will forfeit the right to receive Parent Common Shares and Parent may, rather than issuing Parent Common Shares to such Securityholders, in its sole discretion, choose to deliver to such Securityholder cash in the amount equal to such Securityholder's Pro Rata Share Certificate”): of the Closing Consideration as determined in accordance with the Payment Schedule and the valuation date and metrics originally used to determine the Closing Consideration (A"Cash Consideration"), and the number of Parent Common Shares to be issued in accordance with the Closing Consideration will be reduced accordingly. To the extent Cash Consideration is paid in lieu of Parent Common Shares, all references to issuance of Parent Common Shares as Closing Consideration and all associated definitions, including the definitions of Closing Consideration and Allocated Consideration, shall be deemed amended to reflect the forgoing. (c) On the Closing Date, Parent shall deliver to each Securityholder (i) a letter of transmittal substantially in the form of Exhibit E attached hereto ("Letter of Transmittal"), which shall specify that delivery shall be effected upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and containing such provisions as Transocean agreed to by Parent and Valaris may reasonably specify the Company prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effectedClosing, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange such Company Shares for Transocean Shares pursuant to the Scheme delivery of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Securityholder's Allocated Consideration. (d) Upon surrender to Parent of a Valaris Share Certificate to the Depositary for exchangeCompany Shares, together with a the Letter of Transmittal, duly completed and validly executed letter of transmittal and in accordance with the instructions thereto, such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate Securityholders shall be entitled to receive in book-entry form exchange therefor the number of whole Transocean Shares that such holder has the right to receive Allocated Consideration pursuant to the provisions of Section 2.5(d) this Article I (and cash which in lieu the case of any fractional share Allocated Consideration consisting of Valaris Share) and (II) Parent Common Shares shall be in uncertificated book-entry form). No interest shall be paid or accrued for the Valaris Share Certificate benefit of Securityholders on the Allocated Consideration payable in respect of such Company Shares. If delivery of the Allocated Consideration is to be made to a Person other than a Securityholder, it shall be a condition of delivery that Company Shares so surrendered shall be immediately canceledproperly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such delivery shall have paid any transfer and other Taxes required by reason of the delivery of the Allocated Consideration to a Person other than the Securityholder of such Company Shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.51.03(d), each Valaris Company Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after upon such surrender the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made Allocated Consideration deliverable in respect thereofof such Company Shares. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective TimeClosing, but in no event later than three (3) Business Days following the Effective Time, Transocean Exchange Agent shall cause the Depositary to mail and otherwise make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): ) or book-entry share (Aa “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Qorvo Common Stock whose shares were converted into the right to receive the applicable Merger Consideration, as applicable: (i) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates or Book-Entry Shares to the Depositary) Exchange Agent, and which shall be in such form and have such other provisions as determined by Skyworks); and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates and Book-Entry Shares in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreementapplicable Merger Consideration. Upon surrender of a Valaris Share Certificate or Book-Entry Share, as applicable, for cancellation to the Depositary for exchangeExchange Agent or to such other agent or agents as may be appointed by Skyworks, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Certificate or Book-Entry Share Certificate shall be entitled to receive in book-entry form the number exchange therefor that amount of whole Transocean Shares Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (this Article III, and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Certificate or Book-Entry Share Certificate so surrendered shall forthwith be immediately canceledcancelled. If any portion of the applicable Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.53.3, each Valaris Certificate or Book-Entry Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu upon such surrender the applicable Merger Consideration. No interest shall be paid or shall accrue for the benefit of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder holders of Valaris Shares in book-entry form (the “Certificates or Book-Entry Valaris Shares”) not held through The Depositary Trust Company (Shares on the “DTC”), (A) a notice advising such holders applicable Merger Consideration payable upon the surrender of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Certificates or Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anyShares. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective TimeTime (and in any event within three Business Days), but in no event later than three (3) Business Days following Parent and the Effective Time, Transocean Surviving Corporation shall cause the Depositary Paying Agent to mail and otherwise make available to each holder of recordrecord of Certificates and to each holder of record of Book-Entry Shares, as of in each case whose shares were converted into the Effective Timeright to receive the Merger Consideration pursuant to Section 4.2(a), of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the Depositary) Paying Agent and which shall be in such form and have such other provisions as Parent may reasonably specify and (Bii) instructions for use in effecting surrendering the surrender of the Valaris Share Certificates or Book-Entry Shares in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration payable with respect thereto. Upon surrender to the Paying Agent of a Valaris Share Certificate to the Depositary for exchangecancellation, together with a duly completed and validly executed letter of transmittal and or receipt of an “agent’s message” by the Paying Agent (or such other documents evidence, if any, of transfer as the Paying Agent may be reasonably required by request) in the Depositary or Transoceancase of Book-Entry Shares, (I) the holder of such Valaris Share Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of cash which the shares of Company Common Stock theretofore represented by such Certificate or book-entry form the number of whole Transocean Shares that entitle such holder has the right to receive pursuant to the provisions of Section 2.5(d) (this Article 4 and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate or Book-Entry Shares so surrendered shall forthwith be immediately canceled. Until so surrendered or transferred, as contemplated by this Section 2.5the case may be, each Valaris such Certificate or Book-Entry Share Certificate shall be deemed, from and represent after the Effective Time, to represent Time for all purposes only the right to receive Transocean Shares (and the Merger Consideration. No interest shall be paid or shall accrue on any cash in lieu payable to holders of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Certificates or Book-Entry Valaris Shares”) Shares pursuant to the provisions of this Article 4. In the event of a transfer of ownership of Company Common Stock that is not held through The Depositary Trust Company (registered in the “DTC”), (A) a notice advising such holders transfer records of the effectiveness of Company, payment may be made to a Person other than the Business Combination, (B) a statement reflecting Person in whose name the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Certificate or Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ so surrendered are registered if such Certificate shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC be properly endorsed or its nominees as soon as reasonably practicable on otherwise be in proper form for transfer or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of such Book-Entry Valaris Shares have shall be properly transferred and the right Person requesting such issuance shall pay any transfer or other Taxes required by reason of the payment to receive pursuant to Section 2.5(c) and (B) a Person other than the amount registered holder of cash in lieu of fractional interests in Transocean such Certificate or Book-Entry Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior or establish to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu satisfaction of fractional Transocean Shares to be Parent that such Tax has been paid pursuant to Section 2.5(d), if any. Each Valaris Share that or is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofnot applicable. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after following the Company Merger Effective Time, Time (but in no event later than three (3) five Business Days following the Effective Timethereafter), Transocean NXDT shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of recordrecord of a Certificate or Book-Entry Share, of an NHT OP Certificate or NHT OP Book-Entry Share, as of the Effective Timeapplicable, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (a “Letter of Transmittal”) which will specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall will be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall passCertificates or Book-Entry Shares, to the NHT OP Certificates or NHT OP Book-Entry Share, as applicable, will pass only upon proper delivery of such Valaris Share Certificate the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares, as applicable, to the Depositary) Exchange Agent, which Letter of Transmittal will be in such form and have such other customary provisions as NXDT and Company may reasonably agree upon, and (B) instructions for use in effecting the surrender of the Valaris Share Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares, as applicable, in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Merger Consideration or Operating Partnership Merger Consideration, as applicable. (ii) Upon surrender of a Valaris Share Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share, an NHT OP Certificate (or an affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, as applicable, to the Depositary for exchangeExchange Agent, together with a Letter of Transmittal duly completed and validly executed letter of transmittal in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate shall (or affidavit of loss in lieu thereof) or Book-Entry Share, such NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, as applicable, will be entitled to receive in bookexchange therefor the Merger Consideration for each New NHT Share formerly represented by such Certificate (or affidavit of loss in lieu thereof) or Book-entry form Entry Share, the number Operating Partnership Merger Consideration for each NHT OP Unit formerly represented by such NHT OP Certificate (or affidavit of whole Transocean Shares that such holder has the right to receive loss in lieu thereof) or NHT OP Book-Entry Share, in each case pursuant to the provisions of Section 2.5(dthis Article III, within five Business Days following the later to occur of (A) the Company Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, such NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, and cash the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, the NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share so surrendered will be forthwith cancelled. (iii) The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, such NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices; provided, that if a holder is providing an affidavit of loss in lieu of such Certificate or NHT OP Certificate, as applicable, such holder shall, if required by NXDT, post a bond, in such reasonable amount as NXDT may direct, as indemnity against any fractional share of Valaris Shareclaim that may be made against it with respect to such lost, stolen or destroyed Certificate or NHT OP Certificate, as applicable. (iv) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.53.7, each Valaris Share Certificate shall (or affidavit of loss in lieu thereof) and Book-Entry Share, each NHT OP Certificate (or affidavit of loss in lieu thereof) and NHT OP Book-Entry Share, will be deemed, from and at any time after the Company Merger Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) receive, upon such surrender, the Merger Consideration or the Operating Partnership Merger Consideration, as applicable, as contemplated by Section 2.5(d)this Article III. No interest will be paid or accrued for the benefit of holders of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the holders of the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares, on the Merger Consideration or the Operating Partnership Merger Consideration, as applicable, payable upon the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares. (iiv) As promptly as practicable after In the Effective Timeevent of a transfer of ownership of New NHT Shares or NHT OP Units that is not registered in the transfer records of New NHT or NHT OP, but it will be a condition of payment that any Certificate (or affidavit of loss in no event later than three (3lieu thereof) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “or Book-Entry Valaris Shares”) not held through The Depositary Trust Company Share, any NHT OP Certificate (the “DTC”), (A) a notice advising such holders or affidavit of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash loss in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iiithereof) With respect to the or NHT OP Book-Entry Valaris Shares held through DTCShare, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees surrendered in accordance with DTC’s customary surrender proceduresthe procedures set forth in this Section 3.7(c) will be properly endorsed or will be otherwise in proper form for transfer, and that the Person requesting such payment will have paid any Transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration or Operating Partnership Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate (Aor affidavit of loss in lieu thereof) the aggregate Transocean Shares that holders of or Book-Entry Valaris Shares have Share, the right to receive pursuant to Section 2.5(c) and NHT OP Certificate (B) the amount or affidavit of cash loss in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d)thereof) or NHT OP Book-Entry Share, if any. (i) For each Valaris Share issued and outstanding immediately prior surrendered or will have established to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu reasonable satisfaction of fractional Transocean Shares to be NXDT that such Tax either has been paid pursuant to Section 2.5(d), if any. Each Valaris Share that or is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofnot applicable. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but in no event later than three five (35) Business Days following calendar days thereafter, the Effective Time, Transocean Company shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as record of one or more Old Certificates representing shares of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration, a letter of transmittal (including a provisions confirming which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Old Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Old Certificates to the DepositaryExchange Agent) and (B) instructions for use in effecting the surrender of the Valaris Share Old Certificates in exchange for Transocean Shares pursuant to certificates representing the Scheme number of Arrangement whole shares of Parent Common Stock and any cash in lieu of a fractional share shares, as applicable, which the Valaris Shares shares of the Company Common Stock represented by such Valaris Share Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this AgreementAgreement as well as any dividends or distributions to be paid pursuant to Section 3.02(b)(ii). Upon From and after the Effective Time, upon proper surrender of a Valaris Share an Old Certificate or Old Certificates for exchange and cancellation to the Depositary for exchangeExchange Agent, together with a duly executed such properly completed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transoceantransmittal, (I) duly executed, the holder of such Valaris Share Old Certificate or Old Certificates shall be entitled to receive in book-entry form the exchange therefor, as applicable, (1) a New Book Entry Statement representing that number of whole Transocean Shares that shares of Parent Common Stock to which such holder of the Company Common Stock shall have become entitled pursuant to the provisions of Section 3.01 and (2) a check representing the amount of (x) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) this Article III and (IIy) any dividends or distributions which the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder thereof has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) 3.02(b), and (C) a check in an amount of U.S. dollars equal to the amount of Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Parent Common Stock or any cash in lieu of fractional interests in Transocean Shares shares or dividends or distributions payable to be paid pursuant to holders of Old Certificates. Until surrendered as contemplated by this Section 2.5(d3.02(b), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ each Old Certificate shall reasonably cooperate prior to be deemed at any time after the Effective Time to establish procedures with represent only the Depositary and DTC with the goal of ensuring that the Depositary will transmit right to DTC or its nominees as soon as reasonably practicable on or after the Effective Timereceive, upon surrender surrender, the number of Valaris Shares held whole shares of record Parent Common Stock which the shares of the Company Common Stock represented by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares such Old Certificate have been converted into the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofof dividends or distributions as contemplated by this Section 3.02(b). (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock No dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change distributions declared with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior Parent Common Stock shall be paid to the Effective Time and holder of any unsurrendered Old Certificate until the Exchange Ratio holder thereof shall surrender such Old Certificate in accordance with Section 3.02(b). After the surrender of an Old Certificate in accordance with Section 3.02(b), the record holder thereof shall be deemed entitled to be receive any such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean dividends or Valaris to take other distributions, without any action interest thereon, which theretofore had become payable with respect to its securities that is otherwise prohibited by this Agreement.the whole

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days Promptly following the Effective Time, Transocean Parent and the Surviving Corporation shall cause the Depositary Payment Agent to mail and otherwise make available to each holder of record, record of Shares as of immediately prior to the Effective Time, of Valaris Shares represented by a certificate : (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate a certificate or certificates (the “Certificates”) that immediately prior to the DepositaryEffective Time represented outstanding Shares (excluding Owned Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Uncertificated Shares”) to the Payment Agent); and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates or transfer of the Uncertificated Shares in exchange for Transocean Shares the Merger Consideration payable in respect thereof pursuant to the Scheme provisions of Arrangement and any cash in lieu Article I. Each holder of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall that have been converted into the right to receive pursuant the Merger Consideration shall be entitled to this Agreement. Upon receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share, upon (x) surrender to the Payment Agent of a Valaris Share Certificate to the Depositary for exchangeCertificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be reasonably required requested by the Depositary Payment Agent, or Transocean(y) receipt of an “agent’s message” by the Payment Agent (or such other evidence, (Iif any, of transfer as the Payment Agent may reasonably request) in the holder case of such Valaris Share Certificate shall be entitled to receive in a book-entry form the number transfer of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate Uncertificated Shares. Until so surrendered shall be immediately canceled. Until surrendered or transferred, as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemedthe case may be, from and after the Effective Time, to Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive Transocean the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares (are presented to the Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth in Article I. No interest shall be paid or accrued on the cash in lieu payable upon the surrender or transfer of any fractional Transocean such Certificate or Uncertificated Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable . From and after the Effective Time, but in there will be no event later than three (3) Business Days following further registration of transfers on the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders records of the effectiveness Surviving Corporation of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share were issued and outstanding immediately prior to the Effective Time (Time, other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled transfers to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”)reflect, in each caseaccordance with customary settlement procedures, immediately trades effected prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (a) A Series A Unitholder shall exercise its right to make an Exchange as set forth in Section 2.1 by providing a written notice of Exchange substantially in the form of Exhibit A hereto, duly executed by such holder or such holder’s duly authorized attorney, in each case delivered during normal business hours at the principal executive offices of the Corporation and to the Partnership. (b) At the time of any Exchange, the Partnership shall deliver or cause to be delivered to the applicable Exchanging Series A Unitholder at the offices of the then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation, the number of shares of Class A Common Stock deliverable upon such Exchange registered in the name of such Exchanging Series A Unitholder. To the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership will, subject to Section 2.2(c), upon the written instruction of an Exchanging Series A Unitholder, use its commercially reasonable efforts to deliver the shares of Class A Common Stock deliverable to such Exchanging Series A Unitholder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such Exchanging Series A Unitholder. The Corporation, including in its capacity as the general partner of the Partnership, shall take such actions as may be required to ensure the performance by the Partnership of its obligations under this Article II, including the issuance and contribution of shares of Class A Common Stock to or for the account of the Partnership (or, at the direction of the Corporation, to or for the account of a wholly owned Subsidiary of the Corporation, which Subsidiary would deliver such shares to the Partnership) in exchange for the delivery to the Corporation or such Subsidiary, as applicable, of a number of Series A Units that is equal to the number of Series A Units surrendered by an Exchanging Series A Unitholder. The Corporation shall take such actions (or cause its wholly owned Subsidiary to take such actions, as applicable) as may be required to ensure the performance of its obligations under this Article II. (c) The Partnership and each Exchanging Series A Unitholder shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that the Partnership shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any shares of Class A Common Stock are to be delivered in a name other than that of the Series A Unitholder that requested the Exchange, then such Series A Unitholder and/or the person in whose name such shares are to be delivered shall pay to the Partnership the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of the Partnership that such tax has been paid or is not payable. (d) The Corporation may adopt reasonable procedures for the implementation of the Exchange provisions set forth in this Article II (including policies regarding the use of specified brokers, restrictions on exchanges during blackout periods, reasonable notice periods and/or minimum volume thresholds); provided, that no such procedures may be imposed on a PSP Limited Partner without the prior written consent of such PSP Limited Partner. (e) Notwithstanding anything to the contrary herein, the Corporation may in its sole discretion elect to settle any Exchange hereunder: (i) As promptly as practicable after by delivering shares of Class A Common Stock or the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall cause the Depositary Cash Payment directly to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates an Exchanging Series A Unitholder in exchange for Transocean Shares pursuant such Series A Unitholder’s delivery to the Scheme Corporation (or, at the direction of Arrangement the Corporation, a wholly owned Subsidiary of the Corporation), of the corresponding Series A Units and a corresponding number of shares of Class V Common Stock (the “Direct Settlement Option”); or (ii) solely in connection with an Exchange that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, by delivering the applicable Cash Payment to the Partnership. Any such transaction shall otherwise be effected on the terms and in the manner provided herein and shall constitute an “Exchange” for all purposes of this Agreement. For the avoidance of doubt, if the Corporation elects to settle any Exchange hereunder with a Cash Payment, then the Corporation shall contribute to the Partnership an amount of cash equal to the Cash Payment in order to provide the Partnership with sufficient cash on hand to make the Cash Payment in full. (f) Notwithstanding anything to the contrary herein, to the extent a Series A Unitholder surrenders for exchange a fraction of a Series A Unit, the Partnership or the Corporation may in their sole discretion deliver to such holder a cash amount equal to the market value of such fraction (as determined by the Partnership in its sole discretion) in lieu of delivering a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender fraction of a Valaris Share Certificate share of Class A Common Stock. (g) Notwithstanding anything to the Depositary for exchangecontrary herein, together with a duly executed letter of transmittal and such other documents as may be reasonably required unless otherwise determined by the Depositary or TransoceanCorporation (including under the Direct Settlement Option), (I) the holder of such Valaris Share Certificate any Exchange shall be entitled consummated in the following manner: (i) first, the Corporation shall contribute to receive in book-entry form the Corporation Sub a number of shares of Class A Common Stock that equals the number of whole Transocean Shares that such holder has the right Series A Units to receive pursuant be Exchanged (or an amount of cash equal to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered Cash Payment, as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(dapplicable). ; (ii) As promptly second, the Corporation Sub shall contribute to the Partnership the shares of Class A Common Stock (or cash, as practicable after applicable) received by the Effective TimeCorporation Sub in clause (i) and, but in no event later than three (3) Business Days following exchange therefor, the Effective Time, Transocean Partnership shall instruct deliver to the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (Corporation Sub the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the corresponding number of Transocean Shares Series A Units and shares of Class V Common Stock that are received in clause (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(diii), if any. ; (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares)third, the relevant former Valaris Shareholder Partnership shall be entitled to receive exchange the Exchange Ratio and any cash shares of Class A Common Stock (or cash, as applicable) received by the Corporation Sub in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. clause (ii) At with the Effective TimeExchanging Series A Unitholder for a corresponding number of Series A Units and shares of Class V Common Stock; (iv) fourth, each Valaris Warrant that is outstanding and unexercised as of immediately prior the Corporation Sub shall distribute to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu Corporation the shares of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied Class V Common Stock received by the number Corporation Sub in clause (ii); and (v) fifth, the Corporation shall cancel and terminate the shares of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied Class V Common Stock received by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar Corporation in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantsclause (iv). (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available Exchange Agent will distribute to each former holder of recordCompany Common Stock, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior upon surrender to the Effective Time (including a provisions confirming that delivery Exchange Agent for cancellation of Valaris Share Certificate one or more certificates, accompanied by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by that theretofore evidenced shares of Company Common Stock, certificates evidencing the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the appropriate number of whole Transocean Shares that shares of Acquiror Common Stock (and the associated Acquiror Rights) into which such holder has the right to receive shares of Company Common Stock were converted pursuant to the provisions Merger and any dividends or distributions related thereto. If shares of Section 2.5(d) Acquiror Common Stock (and cash the associated Acquiror Rights) are to be issued to a Person other than the Person in lieu whose name the surrendered certificate or certificates are registered, it will be a condition of any fractional share issuance of Valaris Sharethe Acquiror Common Stock (and the associated Acquiror Rights) and (II) that the Valaris Share Certificate so surrendered certificate or certificates shall be immediately canceled. Until surrendered as contemplated properly endorsed, with signatures guaranteed by this Section 2.5a member firm of the NYSE or a bank chartered under the Laws of the United States of America, each Valaris Share Certificate or otherwise in proper form for transfer and that the Person requesting such payment shall be deemed, from and after pay any transfer or other taxes required by reason of the Effective Time, to represent only the right to receive Transocean Shares issuance of Acquiror Common Stock (and cash in lieu of any fractional Transocean Sharethe associated Acquiror Rights) as contemplated by Section 2.5(d). (ii) As promptly as practicable after to a Person other than the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders registered holder of the effectiveness surrendered certificate or certificates or such Person shall establish to the satisfaction of the Business CombinationAcquiror that any such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock (Band the associated Acquiror Rights) or dividends or distributions thereon delivered to a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive public official pursuant to this Section 2.5 any applicable escheat Law. (after taking into account all Valaris d) Distributions with Respect to Unexchanged Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With Company Common Stock. No dividends or other distributions declared or made with respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures Acquiror Common Stock with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable a record date on or after the Effective TimeTime will be paid to the holder of any certificate that theretofore evidenced shares of Company Common Stock until the holder of such certificate shall surrender such certificate. Subject to the effect of any applicable escheat Law, upon following surrender of Valaris Shares held any such certificate, there will be paid from the Exchange Fund to the holder of record by DTC or its nominees the certificates evidencing whole shares of Acquiror Common Stock (and the associated Acquiror Rights) issued in accordance with DTC’s customary surrender proceduresexchange therefor, without interest, (Ai) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) promptly, the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (dividends or other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which distributions with a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and record date after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends theretofore paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares such whole shares of Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or Valaris Shares occurring other distributions, with a record date after the Agreement Date and prior to the Effective Time but prior to surrender and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action a payment date occurring after surrender, payable with respect to its securities that is otherwise prohibited by this Agreementsuch whole shares of Acquiror Common Stock.

Exchange Procedures. (ia) As promptly as practicable after Prior to the Effective Time, but Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “Exchange Agent”) in no event later than three the Merger for the purposes of distributing the Estimated Cash Merger Consideration to the Company Members pursuant to Section 1.7(a)(i), and exchanging Company Interests for the Restricted Shares that the Company Members are entitled to receive pursuant to Section 1.7(a)(ii). (3b) Business Days following Prior to the Effective Time, Transocean shall Parent will send, or will cause the Depositary Exchange Agent to mail and otherwise make available send, to each holder of record, as record of the Effective Time, Company Interests a Letter of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior Transmittal. Any Company Member shall be required to deliver to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with Exchange Agent a duly executed letter Letter of transmittal Transmittal, a duly executed IRS Form W-9 and such other documents as may be reasonably required requested by the Depositary Exchange Agent to receive the merger consideration that such holder is entitled to receive upon Closing pursuant to Section 1.7(a). No dividends or Transocean, (I) other distributions with respect to Restricted Shares issuable pursuant to the Merger shall be paid to the holder of any unsurrendered Company Interests until such Valaris Share Certificate Company Interests are properly surrendered together with a duly completed Letter of Transmittal and such other documents as may be reasonably requested by the Exchange Agent. Upon receipt thereof by the Exchange Agent, each holder of record of Company Interests were converted into the right to receive the merger consideration pursuant to Section 1.7(a) shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered receive, as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after receipt of the Effective TimeLetter of Transmittal, the applicable merger consideration and the Company Interests of such holder shall forthwith be canceled. No interest shall be paid or accrue on any cash payable upon conversion of any Company Interests. (c) No fractional Restricted Shares shall be issued in the Merger, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary lieu thereof each Company Member otherwise entitled to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall fractional Restricted Share will be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right entitled to receive pursuant to this Section 2.5 (after taking into account all Valaris a cash payment in lieu of such fractional Restricted Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record determined by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. multiplying (i) For each Valaris Share issued and outstanding immediately prior the fractional share interest to the Effective Time which such holder would otherwise be entitled by (other than Canceled Shares), the relevant former Valaris Shareholder ii) $30.00. No such holder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d)dividends, if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean voting rights or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made other rights in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantsfractional share. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days Promptly following the Effective TimeClosing Date, Transocean Buyer or the Exchange Agent shall cause the Depositary to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary substantially the form attached hereto as Exhibit C (the “Letter of Transmittal”) to each Stockholder (including the holders of Company Warrants who exercised their Company Warrants prior to the Effective Time) at the address set forth opposite each such holder’s name on the Company Spreadsheet. After receipt of the Letter of Transmittal and containing such provisions as Transocean and Valaris any other documents that Buyer or the Exchange Agent may reasonably specify require in order to effect the exchange (the “Exchange Documents”), the Stockholders will surrender their certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Buyer, together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 2.8(d), the Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor (A) the portion of the Exchange Fund, (B) the portion of the Adjusted Working Capital Surplus, if any, and (C) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, to which such Stockholder is entitled pursuant to Sections 2.6(a) through and including 2.6(f) and Section 2.6(i), as applicable, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate (other than those representing Dissenting Shares) outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to a Stockholder of any unsurrendered Company Stock Certificate with respect to such shares of Company Capital Stock formerly represented thereby until the Stockholder of record of such Company Stock Certificate shall surrender such Company Stock Certificate or documentation satisfactory to Buyer and the Exchange Agent evidencing the loss of such Company Stock Certificate as contemplated by Section 2.13 and shall deliver validly executed Exchange Documents. Notwithstanding anything in this Section 2.8(b), neither the Buyer nor any of its Affiliates shall be required to deliver to the Exchange Agent any Company Stock Certificate with respect to any shares of Company Common Stock held by Buyer or any of its Affiliates prior to the Effective Time (including as a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender result of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu exercise of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash Company Warrants in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled order to receive the Exchange Ratio and any cash in lieu portion of fractional Transocean Shares the Merger Consideration payable to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares Buyer or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofits Affiliates. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately least ten (10) Business Days prior to the Effective TimeClosing Date, the Company shall immediately mail or deliver to each holder of Company Vested Options who is an employee of the Company (each such option holder, an “Employee Option Holder”) notice of the proposed Merger and an Option Acknowledgement Form. Upon surrender to Buyer or the Company of an Option Acknowledgement Form, duly completed and validly exercised in accordance with the instructions thereto, Buyer shall cause the Surviving Corporation to pay to each Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Employee Option Holder shall also be assumed entitled to receive from Buyer or the Surviving Corporation (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with Buyer or the Surviving Corporation, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. Buyer shall make or cause to be made any payments of the applicable Company Vested Option Consideration to Employee Option Holders by Transoceandepositing such funds with the Surviving Corporation for distribution through its normal payroll systems and shall cause such distribution to Employee Option Holders to be made. (iii) At least ten (10) Business Days prior to the Closing Date, remain outstanding andthe Company shall mail to each Non-Employee Option Holder a notice of the proposed Merger and an Option Acknowledgement Form with appropriate instructions and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange of their Company Vested Options for the Company Vested Option Consideration. Upon return of such materials to the Exchange Agent, the Exchange Agent shall pay to each Non-Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Non-Employee Option Holder shall also be entitled to receive from the Exchange Agent (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. (iv) At least ten (10) Business Days prior to the Closing Date, the Company shall mail or deliver to each holder of a Company Warrant a notice of the proposed Merger and an agreement in the form approved by Buyer and the Company (a “Warrant Cash-Out Agreement”) providing that such Company Warrant, if not exercised (conditionally upon the consummation of the Merger or any time prior thereto), be cancelled as of the consummation of the Merger, and that such holder (a) accepts the consideration set forth in Section 2.6(i) in lieu of any other consideration that might be claimed by any such holder, (b) unconditionally and irrevocably waives and releases all right or claim that such holder might have or assert in respect of such consideration, (c) acknowledges that such holder’s Company Warrants shall terminate upon and may not be exercised after the number Closing Date, and (d) approving the appointment of Valaris Shares then exercisable under the Stockholders’ Representative and agreeing to be bound by the indemnification obligations contained in this Agreement and the provisions set forth in Article X and the Escrow Agreement with appropriate instructions and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange of their Company Warrants for the Company Warrant Consideration. Prior to and effective conditionally on consummation of the Merger such Valaris holder shall be entitled to receive from Buyer upon consummation of the Merger, in respect of each share of Company Common Stock subject to such Company Warrant, the Company Warrant Consideration. Upon return of such materials to the Exchange Agent, including the Warrant Cash-Out Agreement if a holder has not exercised such holder’s Company Warrant prior to the Effective Time, the Exchange Agent shall pay to each such former holder of Company Warrants such former holder’s Per Share Upfront Warrant Consideration. Such former holder shall also be exercisable for entitled to receive from the Fundamental Transaction Consideration Exchange Agent (as defined in A) the Valaris Warrant Agreementportion of the Adjusted Working Capital Surplus, if any, and (B) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation extent deposited with the Exchange Agent, the portion of the Business Combination. Without limiting the foregoingRepresentative Fund, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be if any, in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares each case to which a Valaris Shareholder or a such holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully Section 2.6(i) in accordance with and at the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid respective times set forth in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, Time (but in no event later than three (3) Business Days following the Effective Timethereafter), Transocean Ouster shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu record of a fractional share Velodyne Book-Entry Share, which the Valaris Shares represented by such Valaris Share Certificate shall have been shares were converted into the right to receive the applicable Velodyne Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall be in such form and have such provisions as Ouster, Velodyne and the Exchange Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Velodyne Book-Entry Shares in exchange for the applicable Velodyne Merger Consideration and the method of payment of such holder’s Fractional Shares Cash Amount. Upon surrender of a Valaris Share Certificate the Velodyne Book-Entry Shares for cancellation to the Depositary for exchange, together with a duly executed letter of transmittal and Exchange Agent or to such other documents agent or agents as may be reasonably appointed by ▇▇▇▇▇▇▇▇ and Ouster, and upon delivery of a letter of transmittal, duly executed and in proper form with all required by the Depositary or Transoceanenclosures and attachments with respect to such Velodyne Book-Entry Shares, (I) the holder of such Valaris Share Certificate Velodyne Book-Entry Shares shall be entitled to receive in book-entry form the number whole shares of whole Transocean Shares Ouster Common Stock that such holder has the right is entitled to receive pursuant to Section 2.1 and, if applicable, the provisions of Section 2.5(d) (and cash in lieu of any fractional Fractional Shares Cash Amount for each share of Valaris Velodyne Common Stock formerly represented by such Velodyne Book-Entry Share) and (II) the Valaris Share Certificate . Any Velodyne Book-Entry Shares so surrendered shall forthwith be immediately canceledcancelled. Delivery of the applicable Velodyne Merger Consideration with respect to Velodyne Book-Entry Shares shall only be made to the Person in whose name such shares are registered. Until surrendered as contemplated by this Section 2.5hereby, each Valaris Velodyne Book-Entry Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash the applicable Velodyne Merger Consideration provided in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after following the REIT Merger Effective Time, Time (but in no event later than three two (32) Business Days following thereafter), the Effective Time, Transocean Surviving Entity of the REIT Merger shall cause the Depositary Exchange Agent to mail (and otherwise to make available for collection by hand): (A) to each holder of recordrecord of one or more Certificates evidencing Company Common Stock, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (Ax) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (a “Letter of Transmittal”), which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, pass only upon proper delivery of such Valaris Share Certificate Certificates (or affidavits of loss in lieu thereof) to the Depositary) Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the REIT Merger may reasonably specify, and (By) instructions for use in effecting the surrender of the Valaris Share such Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share REIT Common Merger Consideration into which the Valaris Shares number of shares of Company Common Stock previously represented by such Valaris Share Certificate Certificates shall have been converted into the right to receive pursuant to this Agreement. , together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d) (which instructions shall provide that, at the election of the surrendering holder, (i) such Certificates may be surrendered by hand delivery or otherwise or (ii) the REIT Common Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder); (B) to each holder of record of one or more Certificates evidencing Company Preferred Stock, (x) a Letter of Transmittal, which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the REIT Merger may reasonably specify, and (y) instructions for use in effecting the surrender of such Certificates in exchange for the applicable REIT Preferred Merger Consideration into which the number of shares of Company Series A Preferred Stock or Company Series C Preferred Stock, as applicable, previously represented by such Certificates shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on Company Series A Preferred Stock or Company Series C Preferred Stock, as applicable, in accordance with Section 3.5(d) (which instructions shall provide that, at the election of the surrendering holder, (i) such Certificates may be surrendered by hand delivery or otherwise or (ii) the REIT Preferred Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), and (C) to each holder of a share of Company Restricted Stock, a certificate or, at Parent’s option, evidence of book-entry Parent Common Shares representing the REIT Common Merger Consideration into which the number of shares of Company Common Stock previously represented by such award shall have been converted pursuant to this Agreement. (ii) Upon surrender of a Valaris Share Certificate of Company Common Stock or Company Preferred Stock (or affidavit of loss in lieu thereof) for cancellation to the Depositary for exchangeExchange Agent, together with a Letter of Transmittal duly completed and validly executed letter of transmittal in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate shall be entitled to receive in exchange therefor a certificate or, at Parent’s option, evidence of book-entry form Parent Common Shares representing the number REIT Common Merger Consideration for each share of whole Transocean Shares Company Common Stock or a certificate representing the applicable REIT Preferred Merger Consideration for each share of Company Preferred Stock, as applicable, formerly represented by such Certificate pursuant to the provisions of this Article III, plus any amounts that such holder has the right to receive pursuant in respect of dividends or distributions on Parent Common Shares or Parent Preferred Shares, as applicable, in accordance with Section 3.5(d), to be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the provisions later to occur of Section 2.5(d(A) the REIT Merger Effective Time or (and cash B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate or Company Common Stock or Company Preferred Stock (or affidavit of any fractional share of Valaris Shareloss in lieu thereof) and (II) the Valaris Share Certificate so surrendered shall be immediately canceledforthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 2.53.5, each Valaris Share Certificate of Company Common Stock or Company Preferred Stock shall be deemed, from and at any time after the REIT Merger Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) receive, upon such surrender, the REIT Common Merger Consideration or the applicable REIT Preferred Merger Consideration, as applicable, as contemplated by this Article III, and any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 2.5(d3.5(d). No interest shall be paid or accrued for the benefit of holders of such Certificates on the REIT Common Merger Consideration or the REIT Preferred Merger Consideration payable upon the surrender of such Certificates. (iiiii) As promptly as practicable after following the REIT Merger Effective Time, Time (but in no event later than three two (32) Business Days following thereafter), the Effective Time, Transocean Surviving Entity shall instruct cause the Depositary Exchange Agent (A) to mail and otherwise make available issue to each former Valaris Shareholder holder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Shares with respect to Company (the “DTC”)Common Stock or Common Preferred Stock, (A) a notice advising such holders of the effectiveness of the Business Combinationas applicable, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the that whole number of Transocean uncertificated Parent Common Shares or Parent Preferred Shares, if anyas applicable, that such holder has the right is entitled to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by 3.1(b) in respect of such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares, and (B) to issue and deliver to each holder of Book-Entry Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal a check or wire transfer for any amounts payable in respect of ensuring that the Depositary will transmit to DTC dividends or its nominees as soon as reasonably practicable distributions on Parent Common Shares or after the Effective Time, upon surrender of Valaris Parent Preferred Shares held of record by DTC or its nominees in accordance with DTCSection 3.5(d) in each case, without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be cancelled. In lieu of a Letter of Transmittal, each holder of Book-Entry Shares shall deliver to the Exchange Agent an “agent’s message” in customary form (or such other evidence of transfer or surrender procedures, (A) as the aggregate Transocean Shares that Exchange Agent may reasonably request). No interest shall be paid or accrued for the benefit of holders of Book-Entry Valaris Shares have on the right to receive pursuant to Section 2.5(c) and (B) REIT Common Merger Consideration or REIT Preferred Merger Consideration, as applicable, payable in respect of the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anyBook-Entry Shares. (iiv) For each Valaris Share issued and outstanding immediately prior to In the Effective Time (other than Canceled Shares)event of a transfer of ownership of shares of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Company, the relevant former Valaris Shareholder it shall be entitled to receive a condition of payment that any Certificate representing Company Common Stock or Company Preferred Stock surrendered in accordance with the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing procedures set forth in this Section 2.5 3.5(c) shall be construed properly endorsed or shall be otherwise in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the REIT Common Merger Consideration or the REIT Preferred Merger Consideration, as applicable, to permit Transocean a Person other than the registered holder of the Certificate or Valaris Book-Entry Share surrendered or shall have established to take any action with respect to its securities the satisfaction of Parent that such Tax either has been paid or is otherwise prohibited by this Agreementnot applicable.

Exchange Procedures. (ia) As Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in shares of Acquiror Common Stock. Pursuant to Section 3.2 of the Separation and Distribution Agreement, the Exchange Agent shall hold, for the account of the relevant Company stockholders, book-entry shares representing all of the outstanding shares of Company Common Stock distributed in the Distribution. (b) Reasonably promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Acquiror shall send or shall cause the Depositary Exchange Agent to mail and otherwise make available send, to each record holder of record, as shares of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised Capital Stock as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu whose shares of Company Capital Stock were converted pursuant to Section 3.1(a) into the right to receive a portion of the number Aggregate Merger Consideration, a letter of Valaris Shares then exercisable under transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share to the Exchange Agent, and which letter of transmittal will be in customary form and have such Valaris Warrant prior other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Merger Consideration, upon receipt by the Exchange Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), or a duly completed and validly executed Letter of Transmittal, as applicable, and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, be exercisable for Acquiror shall instruct the Fundamental Transaction Consideration (as defined Exchange Agent to deliver to Acquiror all documents in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior its possession relating to the consummation transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Business Combination. Without limiting the foregoingAggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or Person that was a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect shares of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution Company Capital Stock as of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and immediately prior to the Effective Time that has not exchanged such shares of Company Capital Stock for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the Effective Time, may transfer such shares of Company Capital Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, Inpixon, the Company, the Surviving Corporation or the Exchange Ratio Agent shall be deemed liable to be any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such exchange ratio shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of Transocean Shares per Valaris Share as is required any Governmental Authority, any such amounts shall, to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or Valaris to take interest of any action with respect to its securities that is otherwise prohibited by this AgreementPerson previously entitled thereto.

Exchange Procedures. (i) As promptly as practicable after the First Effective Time, Time (but in no event later more than three (3) Business Days following thereafter), Parent and the Merger II Surviving Company shall cause the Exchange Agent to mail to each Person who was, immediately prior to the First Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each a holder of record, as of the Effective Time, of Valaris Shares represented by a certificate Share Certificate (each, other than a “Valaris Share Certificate”): Certificate representing Canceled Shares) (Ax) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris such Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate (or affidavits in lieu thereof in accordance with Section 2.02(e)) to the Depositary) Exchange Agent), which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date, and (By) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary Exchange Agent in exchange for exchange, together with a duly executed letter of transmittal and such other documents the Merger Consideration as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive provided in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d2.01(a)(iii). (ii) As promptly Upon delivery of a letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as practicable after may reasonably be required by the Effective TimeExchange Agent), but and surrender to the Exchange Agent of Share Certificates (or affidavits in no event later than three lieu thereof in accordance with Section 2.02(e)), as contemplated in subsection (3i) Business Days following of this Section 2.02(b), Parent and the Effective Time, Transocean Merger II Surviving Company shall instruct the Depositary Exchange Agent to, as promptly as practicable, pay and distribute to mail and otherwise make available to each former Valaris Shareholder the holder of Valaris Shares in book-entry form (such Share Certificate the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, aggregate Merger Consideration that such holder has the right to receive pursuant to this Section 2.5 Agreement (after taking into account all Valaris Shares then held in each case, with respect to the shares of Company Common Stock formerly represented by such holderShare Certificate), and the Share Certificates so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.02, each Share Certificate (other than a Share Certificate representing Canceled Shares) and (C) a check in an amount of U.S. dollars equal shall be deemed at any time after the First Effective Time to represent only the amount of cash in lieu of fractional interests in Transocean Shares right to receive the Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.5(d), if any2.02. (iii) With respect to (A) The Persons who were, at the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the First Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have (other than Canceled Shares) shall not be required to deliver a Share Certificate or an executed letter of transmittal to the right Exchange Agent or to take any other action to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares 2.01(a)(iii); provided that such Persons may be required to comply with procedures as may customarily be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive required by the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable Agent for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris WarrantsBook-Entry Shares. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Initial Holdco Merger Effective Time, but in no event later than three (3) Business Days following the Effective TimeExchange Agent shall, Transocean and Marriott shall cause the Depositary to Exchange Agent to, mail and otherwise make available to each holder of recordrecord of a certificate that immediately prior to the Starwood Merger Effective Time represented outstanding shares of Starwood Common Stock whose shares were converted into the right to receive the Starwood Merger Consideration (a “Certificate”), as which, by virtue of the Effective TimeInitial Holdco Merger, of Valaris Shares represented by a certificate was subsequently converted into the right to receive the Merger Consideration, (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryExchange Agent, and which shall be in such form and have such other provisions as Marriott and the Exchange Agent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangeExchange Agent or to such other agent or agents as may be appointed by Marriott, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by Marriott or the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor the number of whole Transocean Shares Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (this Article II, and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and Promptly after the Initial Holdco Merger Effective Time, Marriott shall cause the Exchange Agent to represent only issue and send to each holder of uncertificated shares of Starwood Common Stock represented by book entry that were converted into the right to receive Transocean Shares the Starwood Merger Consideration (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders which, by virtue of the effectiveness of Initial Holdco Merger were subsequently converted into the Business Combination, (B) a statement reflecting right to receive the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregateMerger Consideration, the whole number of Transocean Shares, if any, Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 2.5 (after taking into account all Valaris Shares then held by Article II, without such holder) and (C) holder being required to deliver a check in Certificate or an amount executed letter of U.S. dollars equal transmittal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d)Exchange Agent, if any. (iii) With respect to the and such Book-Entry Valaris Shares held through DTCshall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of or paid to a person other than the person in whose name the applicable surrendered Certificate is registered, Transocean it shall be a condition to such registration or payment that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and V▇▇▇▇▇▇ the person requesting such registration or payment of the Merger Consideration shall reasonably cooperate prior pay to the Exchange Agent any transfer or other Taxes required by reason of such registration in the name of or payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Until surrendered or cancelled as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Initial Holdco Merger Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have represent only the right to receive pursuant to Section 2.5(c) and (B) upon such surrender or cancellation the amount of cash in lieu of fractional interests in Transocean Shares to Merger Consideration. No interest shall be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder or shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable accrue for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number benefit of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, Certificates or Book-Entry Shares on the Merger Consideration payable upon exercise the surrender or cancellation of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris WarrantsCertificates or Book-Entry Shares. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days Promptly following the Effective Time, Transocean Parent shall cause instruct the Depositary Exchange Agent to mail and otherwise make available to each holder of recordrecord of certificates or instruments evidencing the Company Common Stock, as of the Effective TimeCompany Series A Preferred Stock, of Valaris Shares represented by a certificate (eachand, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify Parent’s discretion, Company Options, that were outstanding immediately prior to the Effective Time (including collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a provisions confirming letter of transmittal (which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the Depositary) Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme applicable portion of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share Certificate Certificates for cancellation to the Depositary for exchangeExchange Agent or to such other agent or agents as may be appointed by Parent, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by Parent or the Depositary Exchange Agent (including any required IRS Form W-9 or TransoceanForm W-8), (I) the holder holders of such Valaris Share Certificate Certificates shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) exchange therefor a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, check or wire transfer in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to representing the amount applicable portion of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring Merger Consideration that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that such holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) 2.6, and (B) the amount of cash in lieu of fractional interests in Transocean Shares to Certificates so surrendered shall forthwith be paid pursuant to Section 2.5(d)cancelled. Until so surrendered, if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall Certificates will be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect deemed from and after the Effective Time and Time, for all corporate purposes, to permit evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders of Valaris Warrants to, upon exercise of thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior cash payable to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to Certificates pursuant to this Agreement shall be adjusted Agreement. In the event of a transfer of ownership of shares of Company Common Stock or Company Series A Preferred Stock or Company Options (if applicable) that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to reflect fully receive pursuant to Section 2.6 may paid to a transferee if the effect Certificate representing such shares of any share Company Common Stock, Company Series A Preferred Stock or stock split, reverse split, share or stock dividend Company Options (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior if applicable) is presented to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is Agent, accompanied by all documents required to reflect evidence and effect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take transfer and by evidence that any action with respect to its securities that is otherwise prohibited by this Agreementapplicable stock transfer Taxes have been paid.

Exchange Procedures. (ia) As promptly Buyer shall designate an exchange agent, reasonably acceptable to Seller, to act as practicable after agent (the Effective Time, but in no event "Exchange Agent") for purposes of conducting the exchange procedure as described herein. No later than three (3) Business Days five business days following the Effective Time, Transocean Buyer shall cause the Depositary Exchange Agent to mail and otherwise or make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Seller Common Stock (including the "Certificates") (i) a provisions confirming notice and letter of transmittal (which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, pass only upon proper delivery of such Valaris Share Certificate Certificates to the DepositaryExchange Agent) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that advising such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting Corporate Merger and the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal procedure for surrendering to the amount of cash Exchange Agent such Certificate or Certificates in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anyexchange for the Merger Consideration. (iiib) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC At or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, Buyer shall deliver to the Exchange Agent an amount of cash equal to the aggregate Merger Consideration. (c) Each holder of an outstanding Certificate or Certificates (other than holders of Dissenting Shares) who surrenders such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the Merger Consideration for each share represented by the Certificate(s). The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of only the right to receive the Merger Consideration for each share represented by the Certificate. (d) The Exchange Agent shall not be obligated to deliver the Merger Consideration until the holder surrenders the Certificate or Certificates as provided in this Section 2.6, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by the Exchange Agent. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be canceled automatically a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and shall cease otherwise in proper form for transfer and that the person requesting such exchange pay to exist and be issued and outstanding and no consideration the Exchange Agent any transfer or other tax required by reason of the issuance of a check in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the cash delivered to the Exchange Agent by Buyer pursuant to Section 2.6(b) that remains unclaimed by the shareholders of Seller for six months after the Closing Date shall be delivered in exchange therefor nor any repayment by the Exchange Agent to Buyer. Any shareholders of capital made in respect thereof. (iiSeller who have not theretofore complied with Section 2.6(c) At shall thereafter look only to Buyer for the Effective Time, each Valaris Warrant that Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is outstanding and unexercised as of immediately not claimed prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu date on which such payment would otherwise escheat to or become the property of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.any

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, but Time (and in no any event later than three within two (32) Business Days following thereafter), the Effective Time, Transocean shall cause the Depositary to Paying Agent will mail and otherwise make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): ) or a book-entry share (Aa “Book-Entry Share”), which immediately prior to the Effective Time represented outstanding Shares, whose shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall will be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall or Book-Entry Shares will pass, only upon proper delivery of such Valaris Share Certificate the Certificates or Book-Entry Shares to the Depositary) Paying Agent and will be in such form and have such other provisions acceptable to the Company and Parent); and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates or Book-Entry Shares in exchange for Transocean Shares pursuant to payment of the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share Certificate or Book-Entry Shares for cancellation to the Depositary for exchangePaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transoceanproperly completed, (I) the holder of such Valaris Certificate or Book-Entry Share Certificate shall will be entitled to receive in bookexchange therefor the Merger Consideration for each Share formerly represented by such Certificate or Book-entry form Entry Share, and the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Certificate or Book-Entry Share Certificate so surrendered shall forthwith be immediately canceledcancelled. Until surrendered as contemplated by this Section 2.53.4(b), each Valaris Certificate or Book-Entry Share Certificate shall will be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (the Merger Consideration and cash in lieu will not evidence any interest in, or any right to exercise the rights of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregateshareholder or other equity holder of, the whole number of Transocean Shares, if any, that such holder has Company or the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anySurviving Corporation. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in shares of Acquiror Common Stock. (b) Reasonably promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Acquiror shall send or shall cause the Depositary Exchange Agent to mail and otherwise make available send, to each record holder of record, as shares of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised Common Stock as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu whose Company Common Stock was converted pursuant to Section 3.1(a) into the right to receive a portion of the number Aggregate Merger Consideration, a letter of Valaris Shares then exercisable under transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share to the Exchange Agent, and which letter of transmittal will be in customary form and have such Valaris Warrant prior other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of shares of Company Common Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, be exercisable for Acquiror shall instruct the Fundamental Transaction Consideration (as defined Exchange Agent to deliver to Acquiror all documents in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior its possession relating to the consummation transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Business Combination. Without limiting the foregoingAggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or Person that was a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect shares of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution Company Common Stock as of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and immediately prior to the Effective Time that has not exchanged such shares of Company Common Stock for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the Effective Time, may transfer such shares of Company Common Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, the Company, the Surviving Corporation or the Exchange Ratio Agent shall be deemed liable to be any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such exchange ratio shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of Transocean Shares per Valaris Share as is required any Governmental Authority, any such amounts shall, to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or Valaris to take interest of any action with respect to its securities that is otherwise prohibited by this AgreementPerson previously entitled thereto.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean UPC and Magna shall cause the Depositary exchange agent selected by UPC (the "Exchange Agent") to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time former shareholders of Magna appropriate transmittal materials (including a provisions confirming which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders certificates theretofore representing shares of Magna Common Stock shall pass, only upon proper delivery of such Valaris Share Certificate certificates to the DepositaryExchange Agent). The Exchange Agent may establish reasonable and customary rules and procedures in connection with its duties. After the Effective Time, each holder of shares of Magna Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (Bwithout interest thereon) instructions for use in effecting pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder of shares of Magna Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by certificate or certificates representing such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchangeshares, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and UPC Common Stock to which such holder may be otherwise entitled (II) without interest). UPC shall not be obligated to deliver the Valaris Share Certificate consideration to which any former holder of Magna Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of Magna Common Stock for exchange as provided in this Section 4.1. The certificate or certificates of Magna Common Stock so surrendered shall be immediately canceledduly endorsed as the Exchange Agent may require. Until surrendered as contemplated by Any other provision of this Section 2.5Agreement notwithstanding, each Valaris Share Certificate neither UPC nor the Exchange Agent shall be deemed, from and after the Effective Time, liable to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled Magna Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property Law. Adoption of this Agreement by the shareholders of Magna shall be adjusted to reflect fully constitute ratification of the effect appointment of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this AgreementAgent.

Exchange Procedures. (ia) As promptly as practicable after Immediately prior to the Effective Time, but Parkvale shall deposit in no event trust with an exchange agent designated by Parkvale and reasonably acceptable to Advance (the "Exchange Agent") cash in an amount equal to the Aggregate Merger Consideration. No later than three (3) Business Days five business days following the Effective Time, Transocean Parkvale shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Advance Common Stock a notice and letter of transmittal (including a provisions confirming which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders certificates theretofore representing shares of Advance Common Stock shall pass, pass only upon proper delivery of such Valaris Share Certificate certificates to the DepositaryExchange Agent) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that advising such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting Merger and the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal procedure for surrendering to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC Exchange Agent such certificate or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding certificates which immediately prior to the Effective Time (other than Canceled Shares)represented issued and outstanding shares of Advance Common Stock in exchange for the consideration set forth in Section 1.07 hereof deliverable in respect thereof pursuant to this Agreement. Within five business days following receipt of surrendered certificates and a properly completed letter of transmittal, the relevant Exchange Agent shall deliver the Merger Consideration to which such former Valaris Shareholder shall be holder is entitled to receive each former Advance stockholder. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Ratio and any cash Agent reasonably may impose to effect an orderly exchange thereof in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. accordance with normal exchange practices. (b) Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately outstanding certificate which prior to the Effective TimeTime represented Advance Common Stock (other than Dissenting Shares) and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, shall except as otherwise herein provided, until duly surrendered to the Exchange Agent, be canceled automatically and shall cease deemed to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At evidence the right to receive the Merger Consideration. After the Effective Time, each Valaris Warrant that is outstanding there shall be no further transfer on the records of Advance of certificates representing shares of Advance Common Stock and unexercised if such certificates are presented to Advance for transfer, they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. (c) Parkvale shall not be obligated to deliver the Merger Consideration to which a holder of immediately prior to Advance Common Stock would otherwise be entitled as a result of the Effective TimeMerger until such holder surrenders the certificate or certificates representing the shares of Advance Common Stock for exchange as provided in this Section 1.08, shall immediately be assumed by Transocean, remain outstanding andor, in lieu thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by Parkvale. If payment of the number Merger Consideration is to be made in a name other than that in which the certificate evidencing Advance Common Stock surrendered in exchange therefor is registered, it shall be a condition of Valaris Shares then exercisable under the issuance thereof that the certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the certificate and otherwise in proper form for transfer and that the person requesting such Valaris Warrant prior payment pay to the Effective TimeExchange Agent in advance, be exercisable for any transfer or other tax required by reason of the Fundamental Transaction payment in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) Any portion of the Aggregate Merger Consideration (as defined in delivered to the Valaris Warrant Agreement) multiplied Exchange Agent by Parkvale pursuant to Section 1.07 that remains unclaimed by the number stockholders of Valaris Shares Advance for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and six months after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreementwell as any proceeds from any investment thereof) multiplied shall be delivered by the number Exchange Agent to Parkvale. Any stockholders of Valaris Shares Advance who have not exchanged their shares of Advance Common Stock for which a Valaris Warrant the Merger Consideration in accordance with this Agreement shall thereafter look only to Parkvale for the consideration deliverable in respect of each share of Advance Common Stock such stockholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding certificates for shares of Advance Common Stock are not surrendered or the payment for them is exercisable immediately not claimed prior to the consummation date on which payment of the Business CombinationMerger Consideration would otherwise escheat to or become the property of any governmental unit or agency, including by assuming by written instrument substantially similar in form and substance the unclaimed items shall, to the Valaris Warrant Agreement in all material respectsextent permitted by abandoned property and any other applicable law, become the obligation to distribute such Transocean Shares property of Parkvale (and to the holders extent not in its possession shall be delivered to it), free and clear of Valaris Warrants. (iii) The number all claims or interest of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is any person previously entitled to pursuant such property. Neither the Exchange Agent nor any party to this Agreement shall be adjusted liable to reflect fully any holder of stock represented by any certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parkvale and the effect Exchange Agent shall be entitled to rely upon the stock transfer books of any share or stock splitAdvance to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, reverse split, share or stock dividend (including any dividend or distribution which books shall be conclusive with respect thereto. In the event of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change a dispute with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time ownership of stock represented by any certificate, Parkvale and the Exchange Ratio Agent shall be deemed entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action relieved with respect to its securities that is otherwise prohibited by this Agreementany claims thereto.

Exchange Procedures. (ia) As promptly of the Effective Time, Cephalon shall deposit, or cause to be deposited, with U.S. Bank National Association or, in the event U.S. Bank National Association is unwilling or unable to serve as practicable the exchange agent, such other commercial bank or trust company of recognized standing reasonably acceptable to CIMA and Cephalon (in such capacity, the "Exchange Agent"), for the benefit of the holders of the CIMA Certificates, for exchange, in accordance with this Article III, through the Exchange Agent, cash representing the Merger Consideration payable to the holders of CIMA Certificates pursuant to Section 3.01. Cash deposited with the Exchange Agent shall hereinafter be referred to as the "Exchange Fund." The Exchange Agent shall, pursuant to irrevocable instructions, deliver out of the Exchange Fund the Merger Consideration contemplated to be paid for shares of CIMA Common Stock pursuant to this Agreement. The Exchange Fund shall not be used for any other purpose. (b) Promptly after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Cephalon shall cause the Depositary Exchange Agent to mail and otherwise make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate CIMA Certificate: (each, a “Valaris Share Certificate”): (A1) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders CIMA Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the CIMA Certificates to the Depositary) Exchange Agent, and which letter shall be in customary form and have such other provisions as Cephalon may reasonably specify (Bsuch letter to be reasonably acceptable to CIMA prior to the Effective Time); and (2) instructions for use in effecting the surrender of the Valaris Share CIMA Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share CIMA Certificate to the Depositary for exchange, Exchange Agent together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share CIMA Certificate shall be entitled to receive in book-entry form exchange therefor a check in the number of whole Transocean Shares amount equal to the cash that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (this Article III. No interest will be paid or will accrue on any cash deliverable pursuant to this Article III. In the event of a transfer of ownership of CIMA Common Stock which is not registered in the transfer records of CIMA, a check in the proper amount of cash representing the Merger Consideration may be issued with respect to such CIMA Common Stock to such a transferee if the CIMA Certificates formerly representing such shares of CIMA Common Stock are presented to the Exchange Agent, accompanied by all documents required to evidence and cash in lieu of effect such transfer and to evidence that any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceledapplicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.53.03(b), each Valaris Share CIMA Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash upon such surrender the Merger Consideration payable in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders respect of the effectiveness shares of CIMA Common Stock formerly represented by such CIMA Certificate or the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Sharesright, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by payment from the Surviving Corporation of the "fair value" of such holder) and (C) a check in an amount shares of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees CIMA Common Stock as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees determined in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu 262 of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris WarrantsDGCL. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Exchange Agent shall cause the Depositary to mail and otherwise make available to each holder of recordrecord of a Certificate, as of the Effective Time, of Valaris Shares represented by a certificate Company Stock Option and Company Stock Purchase Warrant (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates, Company Stock Options and Company Stock Purchase Warrants shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates, Company Stock Options and Company Stock Purchase Warrants to the DepositaryExchange Agent and shall be in such form and have such other provisions as the Buyer may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreementeach holder’s respective Merger Consideration or Option Consideration. Upon surrender of a Valaris Share Certificate Certificate, Company Stock Option or Company Stock Purchase Warrant for cancellation to the Depositary for exchangeExchange Agent or to such other agent or agents as may be appointed by the Buyer, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Depositary or TransoceanExchange Agent, (I) the holder of such Valaris Share Certificate each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be entitled to receive in book-entry form the exchange therefor cash representing (i) that number of whole Transocean Shares that evidenced by such holder has Certificate multiplied by the right to receive pursuant to Merger Consideration, and the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall immediately be immediately canceledcancelled; and/or (ii) the Option Consideration payable with respect to the surrendered Company Stock Option or Company Stock Purchase Warrant. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the payment representing the Merger Consideration payable to the registered holder may be paid to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.53.2, each Valaris Share Certificate Certificate, Company Stock Option and Company Stock Purchase Warrant shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as upon such surrender the payment contemplated by this Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”3.2 or Section 7.8(b), (A) a notice advising such holders of as the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anycase may be. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. If (i) As promptly as practicable after the Effective Time, but in no event later than at least three (3) Business Days business days prior to the Closing Date Parent has received the following from any Participating Holder: (x) a photocopy or facsimile of each certificate or certificates that immediately prior to the Effective TimeTime represented outstanding shares of Company Stock to be exchanged pursuant to Section 1.6 (the “Certificates”) held by such Participating Holder, Transocean shall cause the Depositary to mail and otherwise make available to each holder if any, (y) a photocopy or facsimile of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary the form attached hereto as Exhibit E (the “Letter of Transmittal”), duly completed and containing validly executed in accordance with the instructions thereto, and (z) a photocopy or facsimile of such provisions other documents as Transocean and Valaris may be reasonably specify prior required pursuant to the Effective Time (including a provisions confirming that delivery instructions set forth in the Letter of Valaris Share Certificate by Valaris Shareholders shall be effectedTransmittal, and risk of loss and title to (ii) in connection with the Valaris Share Closing, Parent receives an original Certificate or Certificates held by such Valaris Shareholders shall passParticipating Holder, only upon proper delivery of such Valaris Share Certificate to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchangeif any, together with a duly executed letter Letter of transmittal Transmittal, and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions instructions in the Letter of Section 2.5(dTransmittal, then on the Closing Date in accordance with such Letter of Transmittal, Parent shall deliver: (x) (and cash to any such Participating Holder for whom the payment of Merger Consideration is not subject to wage or payroll tax withholding in lieu of any fractional share of Valaris Share) exchange therefor the applicable the Merger Consideration payable at Closing in accordance with the terms hereof; and (IIy) to the Valaris Share Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the portion of applicable Merger Consideration payable at the Closing to the Participating Holders for whom such payment is subject to wage or payroll tax withholding, and any Certificate so surrendered shall forthwith be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, If Parent has received such materials from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event such Participating Holder later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate business days prior to the Effective Time Closing Date, then Parent shall deliver to establish procedures such Participating Holder in exchange therefor the applicable Merger Consideration no later than three (3) business days after such receipt or three (3) business days after the date on which such Merger Consideration is otherwise due hereunder in accordance with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC terms hereof, whichever is later. No interest shall be paid or its nominees as soon as reasonably practicable accrued on or any Merger Consideration. Until so surrendered, each Certificate shall, after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have represent for all purposes only the right to receive pursuant to Section 2.5(c) and (B) the amount applicable Merger Consideration in respect of cash in lieu the shares of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder Company Stock represented by such Certificate. Any Participating Holder who has not complied with this Agreement shall be entitled to receive look only to Parent (subject to abandoned property, escheat or other similar Laws) only as a general creditor thereof with respect to the Exchange Ratio applicable Merger Consideration payable in respect of such shares of Company Stock, without any interest thereon. Parent shall provide the Stockholders’ Representative and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned the Payments Administrator upon reasonable request with (Ai) by Valaris as treasury shares or owned by any Valaris Subsidiary or a list (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately updated prior to each post-closing payment) of all Participating Holders that have properly presented all of the Effective Time, shall be canceled automatically above-required transmittal information and shall cease documents and are eligible to exist receive Merger Consideration and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as copies of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under all such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend transmittal documents (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid payment information) and tax documents in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this AgreementParent’s possession.

Exchange Procedures. (i) As promptly as reasonably practicable after the Effective Time, but Time (and in no any event later than within three (3) Business Days following thereafter), the Effective Time, Transocean Surviving Corporation shall cause the Depositary Paying Agent to mail and otherwise make available deliver to each holder of record, as of immediately prior to the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (including the “Certificates”) or (B) if required by the processes and procedures of the Paying Agent, shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a provisions confirming letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryPaying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, if applicable, and which shall be in a customary form and agreed to by the parties prior to the Closing) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates or, in exchange the case of Book-Entry Shares, the surrender of such shares, for Transocean payment of the Merger Consideration. Each holder of Certificates or Book-Entry Shares pursuant may thereafter until the first (1st) anniversary of the Effective Time surrender such Certificates or Book-Entry Shares to the Scheme Paying Agent, as agent for such holder, under cover of Arrangement and any cash in lieu the Letter of Transmittal, if applicable. (ii) Upon surrender to the Paying Agent of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchangeor Book-Entry Shares, together with a the Letter of Transmittal, if applicable, duly completed and validly executed letter of transmittal in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Depositary or TransoceanPaying Agent, (I) the holder of such Valaris Share Certificate or Book-Entry Shares shall be entitled to receive in bookexchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-entry form Entry Share and such Certificate or Book-Entry Share shall then be canceled. No interest shall be paid or accrued for the number benefit of whole Transocean holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the holder of record of such shares of Company Common Stock, it shall be a condition of payment that such holder has the right to receive pursuant to the provisions shares of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate Company Common Stock so surrendered shall be immediately canceledproperly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.52.3(d)(ii), each Valaris Certificate and each Book-Entry Share Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) upon such surrender the Merger Consideration as contemplated by Section 2.5(d)this Article II. (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly as practicable after the Effective Time, but in no event later than three The Issuer will provide notice to Legence Parent at least seventy-five (375) Business Days following the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each holder of record, as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify days prior to the Effective Time anticipated date of each Quarterly Exchange Date. Legence Parent shall exercise its right to make an Exchange as set forth in Section 2.1(a) above by providing written notice of Exchange (including which in the case of an Exchange that is not a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall Block Exchange, must be effected, and risk of loss and title delivered at least sixty (60) days prior to the Valaris Share Certificate held applicable Quarterly Exchange Date) substantially in the form of Exhibit A hereto, duly executed by such Valaris Shareholders shall passLegence Parent, only upon proper delivery of such Valaris Share Certificate to in each case delivered during normal business hours at the Depositary) and (B) instructions for use in effecting the surrender principal executive offices of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement Issuer and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)Legence Holdings. (iib) As promptly as practicable after If the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) Issuer makes a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With valid Cash Election with respect to the Book-Entry Valaris Shares held through DTCan Exchange, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees then in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior subject to the Effective Time (other than Canceled Shares)terms set forth in the Legence Holdings LLC Agreement the Issuer shall deliver to Legence Holdings, the relevant former Valaris Shareholder and Legence Holdings shall be entitled deliver to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”)Legence Parent, in each case, immediately prior to as directed by the Effective Timerecipient Party by wire transfer or ACH, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereofthe Cash Election Amount payable upon the Exchange. (iic) At If the Effective TimeIssuer does not make a valid Cash Election with respect to an Exchange, each Valaris Warrant that is outstanding then in accordance with and unexercised as of immediately prior subject to the Effective Timeterms set forth in the Legence Holdings LLC Agreement, Issuer shall immediately be assumed by Transoceanissue and contribute to Legence Holdings, remain outstanding andand Legence Holdings shall deliver to Legence Parent, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to shares of Class A Common Stock issuable upon the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris WarrantsExchange. (iiid) The Subject to the terms set forth in the Legence Holdings LLC Agreement, the Issuer may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of a Block Exchange and the surrender of Class B Units and shares of Class B Common Stock in the event that the Class B Units or shares of Class B Common Stock are uncertificated. Legence Parent may not revoke a notice of exchange relating to an Exchange that is not a Block Exchange delivered pursuant to Section 2.2(a) above without the consent of the Issuer, which consent may be provided or withheld, or made subject to such conditions, limitations or restrictions, as determined by the Issuer in its sole discretion. Such determinations need not be uniform and may be made selectively. (e) Notwithstanding anything to the contrary herein, in accordance with Section 3.6(b) of the Legence Holdings LLC Agreement, the Issuer may in its sole discretion elect to settle any Exchange hereunder by delivering shares of Class A Common Stock or the applicable Cash Election Amount directly to Legence Parent in exchange for Legence Parent’s delivery to the Issuer of the corresponding Class B Units (together with the same number of Transocean Shares to which a Valaris Shareholder or a holder shares of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior Class B Common Stock to the Effective Time Issuer). Any such transaction shall otherwise be effected on the terms and in the Exchange Ratio manner provided herein and shall be deemed to be such exchange ratio constitute an “Exchange” for all purposes of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) As promptly as practicable after TD Banknorth shall appoint an agent, which shall be reasonably acceptable to Interchange (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time, but in no event Time evidenced shares of Interchange Common Stock (the “Certificates”) for the Merger Consideration. (b) No later than three five (35) Business Days following the Effective Time, Transocean TD Banknorth shall cause the Depositary Exchange Agent to mail and otherwise or make available to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, Certificate a “Valaris Share Certificate”): (A) a notice and letter of transmittal in customary form reasonably satisfactory to Interchange disclosing the effectiveness of the Merger and containing such provisions as Transocean and Valaris may reasonably the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, effected and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders shall pass, pass only upon proper delivery of such Valaris Share Certificate Certificates to the Depositary) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)Exchange Agent. (iic) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC At or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, TD Banknorth shall be canceled automatically and shall cease deliver, or cause TD Banknorth, NA to exist and be issued and outstanding and no consideration shall be delivered deliver, by wire transfer in exchange therefor nor any repayment immediately available funds, to the Exchange Agent for the benefit of capital made in respect thereofthe holders of Certificates (other than the holders of Treasury Stock) an amount of cash equal to the aggregate Merger Consideration for payment of the aggregate Merger Consideration to such holders of Certificates. (iid) At the Effective Time, each Valaris Warrant that is Each holder of any outstanding and unexercised as Certificate (other than holders of immediately prior Treasury Stock) who surrenders such Certificate to the Effective TimeExchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the prompt payment of the Merger Consideration. The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange in accordance with normal exchange practices. Each outstanding Certificate which is not surrendered to the Exchange Agent shall, except as provided in Section 3.1, evidence ownership of only the right to receive the Merger Consideration without interest. (e) The Exchange Agent and TD Banknorth, as the case may be, shall immediately not be assumed by Transoceanobligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 3.2, remain outstanding andor, in lieu default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be reasonably required in each case by the Exchange Agent or TD Banknorth. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be a condition of the number issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of Valaris Shares then exercisable under assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such Valaris Warrant prior exchange pay to the Effective TimeExchange Agent any transfer or other tax required by reason of the issuance of a check in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (f) Any portion of the cash delivered to the Exchange Agent by TD Banknorth or TD Banknorth, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant AgreementNA pursuant to Section 3.2(c) multiplied that remains unclaimed by the number former shareholders of Valaris Shares Interchange for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and six months after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied shall be delivered by the number Exchange Agent to TD Banknorth or TD Banknorth, NA, as applicable. Any shareholders of Valaris Shares Interchange who have not theretofore complied with Section 3.2(d) shall thereafter look only to TD Banknorth for which a Valaris Warrant the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is exercisable immediately not claimed prior to the consummation date on which such payment would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of TD Banknorth or TD Banknorth, NA, as applicable (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the Business CombinationParties hereto shall be liable to any holder of Interchange Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, including by assuming by written instrument substantially escheat or similar in form laws. TD Banknorth, TD Banknorth, NA and substance the Exchange Agent shall be entitled to rely upon the Valaris Warrant Agreement in all material respectsstock transfer books of Interchange to establish the identity of those persons entitled to receive the Merger Consideration, the obligation to distribute such Transocean Shares to the holders of Valaris Warrantswhich books shall be conclusive with respect thereto. (iiig) The number of Transocean Shares to which a Valaris Shareholder Exchange Agent, TD Banknorth or a holder of Valaris PSUsTD Banknorth, Valaris RSUs and Valaris Warrants is NA shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement shall be adjusted to reflect fully the effect any holder of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change Certificates such amounts as it is required to deduct and withhold with respect to Transocean Shares the making of such payment under the Code or Valaris Shares occurring after any state, local or foreign tax law or regulation thereunder. To the extent that amounts are so withheld by the Exchange Agent, TD Banknorth or TD Banknorth, NA, such withheld amounts shall be treated for all purposes of this Agreement Date and prior as having been paid to the Effective Time holder of the Certificates in respect of which such deduction and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreementwithholding was made.

Exchange Procedures. (ia) As promptly as practicable after the Effective Time, but in no event later than three ten (310) Business Days following days thereafter, Parent shall cause the Exchange Agent to mail to each person who was, immediately prior to the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each a holder of record, as record of the Effective Time, one or more Old Certificates representing shares of Valaris Shares represented by a certificate (eachCompany Common Stock and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a “Valaris Share Certificate”): (A) a form of letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Old Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Old Certificates to the DepositaryExchange Agent) and (B) instructions for use in effecting the surrender of the Valaris Share Old Certificates in exchange for Transocean Shares the consideration for which such person may be entitled pursuant to Section 1.5 and this Article II. After completion of the Scheme of Arrangement allocation procedure set forth in Section 2.3 and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon upon proper surrender of a Valaris Share an Old Certificate or Old Certificates for exchange and cancellation to the Depositary for exchangeExchange Agent, together with a duly executed such properly completed letter of transmittal and such other documents or Election Form, as the case may be reasonably required by the Depositary or Transoceanbe, (I) duly executed, the holder of such Valaris Share Old Certificate or Old Certificates shall be entitled to receive in book-entry form exchange therefor, as applicable, a New Certificate and/or a check representing the number amount of whole Transocean Shares that cash to which such holder has the right to receive is entitled pursuant to Section 1.5 and this Article II, and the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Old Certificate or Old Certificates so surrendered shall forthwith be immediately canceledcancelled. No interest will be paid or accrued with respect to any property to be delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.52.4, each Valaris Share Old Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Timereceive, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregateupon surrender, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) Merger Consideration and (C) a check in an amount of U.S. dollars equal to the amount of any cash in lieu of fractional interests shares or in Transocean Shares to be paid pursuant to respect of dividends or distributions as contemplated by this Section 2.5(d), if any2.4. (iiib) With No dividends or other distributions declared with respect to Parent Common Shares shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the Book-Entry Valaris whole Parent Common Shares held through DTCwhich the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive. (c) If any New Certificate representing Parent Common Shares is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, Transocean it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and V▇▇▇▇▇▇ otherwise in proper form for transfer, and that the person requesting such exchange shall reasonably cooperate prior pay to the Effective Time Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of a New Certificate representing Parent Common Shares in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to establish procedures with the Depositary and DTC with satisfaction of the goal of ensuring Exchange Agent that the Depositary will transmit to DTC such Tax has been paid or its nominees as soon as reasonably practicable on or after is not payable. (d) After the Effective Time, upon surrender there shall be no transfers on the stock transfer books of Valaris Shares held Company of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares shares of Company Common Stock that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share were issued and outstanding immediately prior to the Effective Time Time. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional Parent Common Shares shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Parent Common Shares shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other than Canceled Shares)rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, the relevant Parent shall pay to each former Valaris Shareholder shall stockholder of Company who otherwise would be entitled to receive the Exchange Ratio and any such fractional share an amount in cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior rounded to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. nearest cent) determined by multiplying (i) the Closing Parent Share Value by (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised fraction of a Parent Common Share (rounded to the nearest thousandth when expressed in decimal form) which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock owned by such holder as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu ). (f) Any portion of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied Exchange Fund that remains unclaimed by the number stockholders of Valaris Shares Company for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and one (1) year after the Effective Time and shall be paid to permit the holders Surviving Corporation. Any former stockholders of Valaris Warrants toCompany who have not theretofore exchanged their Old Certificates pursuant to this Article II shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, upon exercise cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Shares deliverable in respect of each former share of Company Common Stock such Valaris Warrantstockholder holds as determined pursuant to this Agreement, receive in each case, without any interest thereon. Notwithstanding the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number foregoing, none of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business CombinationParent, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respectsCompany, the obligation Surviving Corporation, the Exchange Agent or any other person shall be liable to distribute such Transocean Shares any former holder of shares of Company Common Stock for any amount delivered in good faith to the holders of Valaris Warrantsa public official pursuant to applicable abandoned property, escheat or similar laws. (iiig) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is Parent shall be entitled to deduct and withhold, or cause the Holdco or Exchange Agent to deduct and withhold, from the cash portion of the aggregate Merger Consideration, any cash in lieu of fractional Parent Common Shares, cash dividends or distributions payable pursuant to this Section 2.4 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock or Company Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, Holdco or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be adjusted treated for all purposes of this Agreement as having been paid to reflect fully the effect holder of Company Common Stock in respect of which the deduction and withholding was made by Parent, Holdco or the Exchange Agent, as the case may be. (h) In the event any share Old Certificate shall have been lost, stolen or stock splitdestroyed, reverse splitupon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, share stolen or stock dividend (including destroyed and, if required by Parent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any dividend claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid destroyed Old Certificate the Merger Consideration and any cash in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization fractional shares and dividends or other like change with distributions deliverable in respect thereof pursuant to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, Time (but in no event later than three (3) five Business Days following after the Effective Time), Transocean Buyer shall cause the Depositary Exchange Agent to mail and otherwise make available to each record holder of record, MLP Units as of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) Time a letter of transmittal (the “Letter of Transmittal”) (which shall specify that in customary form and containing such provisions as Transocean and Valaris may reasonably specify prior to the Effective Time (including a provisions confirming that respect of certificated MLP Units, delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates to the DepositaryExchange Agent and which shall have such other provisions as may be necessary for the Holders of MLP Units to be admitted as Additional Limited Partners in Buyer and which shall be in such form and have such other provisions as Buyer General Partner and MLP General Partner may reasonably specify) and (B) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant the Applicable Merger Consideration payable in respect therefor. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, Exchange Agent together with a such letters of transmittal, properly completed and duly executed letter of transmittal executed, and such other documents as may be reasonably required by pursuant to such instructions, each holder who held MLP Units immediately prior to the Depositary or Transocean, (I) the holder of such Valaris Share Certificate Effective Time shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders upon surrender of the effectiveness of the Business Combination, Certificates therefor (Bi) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) certificates for New Buyer Common Units representing, in the aggregate, the whole number of Transocean Shares, if any, New Buyer Common Units that such holder has the right to receive pursuant to this Section 2.5 Article III (after taking into account all Valaris Shares MLP Units then held by such holder) and (Cii) a check in an amount of U.S. dollars equal to the aggregate amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have such holder has the right to receive pursuant to Section 2.5(c) and (B) this Article III, including the amount of cash in lieu of fractional interests in Transocean Shares to be paid Cash Consideration, any Fractional Unit Payments pursuant to Section 2.5(d3.4(e) and distributions pursuant to Section 3.4(c). No interest shall be paid or accrued on any Applicable Merger Consideration or any distributions payable pursuant to Section 3.4(c). In the event of a transfer of ownership of MLP Common Units that is not registered in the transfer records of MLP, the Applicable Merger Consideration payable in respect of such MLP Common Units may be paid to a transferee, if the Certificate representing such MLP Common Units is presented to the Exchange Agent, and in the case of both certificated and book-entry MLP Common Units, accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Applicable Merger Consideration in any name other than that of the record holder of such MLP Common Units, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares, have been surrendered, as contemplated by this Section 3.4(b), the relevant former Valaris Shareholder each Certificate shall be entitled to receive the Exchange Ratio and deemed at any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and time after the Effective Time to represent only the right to receive upon such delivery and surrender the Applicable Merger Consideration payable in respect of MLP Units, distributions pursuant to permit Section 3.4(c), and (without the holders necessity of Valaris Warrants to, upon exercise of such surrender) any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares cash or distributions to which a Valaris Shareholder or a such holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement3.2.

Exchange Procedures. (i) As promptly as practicable Promptly after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean Surviving Corporation shall cause the Depositary to mail and otherwise make available be mailed to each holder of record, as record of the Effective Time, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (A) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably specify or certificates that immediately prior to the Effective Time represented outstanding shares of Target Preferred Stock (including the “Certificates”), whose shares were converted into the right to receive the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, and the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, pursuant to Section 1.6 and in accordance with ARTICLE VII and the Escrow Agreement: (i) a provisions confirming letter of transmittal, in customary form, which shall specify (A) that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates shall pass, only upon proper delivery receipt of such Valaris Share Certificate to the Depositary) Certificates by the Exchange Agent, and (B) that receipt of the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration shall be contingent upon such holder executing a Lock-Up Agreement, substantially in the form attached hereto as Exhibit A; (ii) instructions for use in effecting the surrender of the Valaris Share Certificates in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into shares and the right to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration; and (iii) such other customary documents as may be required pursuant to this Agreementsuch instructions. Upon surrender of a Valaris Share Certificate for cancellation to the Depositary for exchangeExchange Agent or to such other agent or agents as may be appointed by Parent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by documents, duly completed and validly executed in accordance with the Depositary or Transoceaninstructions thereto, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form exchange therefor: (i) a certificate evidencing the number of whole Transocean Shares that Per Share Upfront Merger Consideration to which such holder has the right to receive is entitled pursuant to the provisions of Section 2.5(d1.6; (ii) (and cash in lieu of any fractional share of Valaris Share) dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c); and (IIiii) cash (without interest) in respect of fractional shares as provided in Section 1.6(j), and the Valaris Share Certificate so surrendered shall forthwith be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.

Exchange Procedures. (ia) An Ares Operating Group Limited Partner may exercise the right to exchange Ares Operating Group Units by providing a written notice of exchange at least 60 days prior to the applicable Quarterly Exchange Date or Other Exchange Date (or if such Ares Operating Group Limited Partner or a partner in Ares Owners may deliver notice of a Redemption and Exchange Transaction no later than five Business Days prior to such Redemption and Exchange Transaction (including pursuant to Section 10.3(c)(iii) of the Ares Owners Partnership Agreement), at least three days prior to the applicable Quarterly Exchange Date or Other Exchange Date) to the Exchanging Counterparty substantially in the form of Exhibit A or Exhibit B hereto, as applicable, duly executed by such holder or such holder’s duly authorized attorney in respect of the Ares Operating Group Units to be exchanged, in each case, delivered during normal business hours at the principal executive offices of the Exchange Counterparty; provided that Ares Owners may exercise any such right, and deliver any such written notice, with respect to Ares Operating Group Units to be transferred to one or more partners of Ares Owners. (b) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall cause the Depositary to mail and otherwise make available to each holder of record, as surrender for exchange of the Effective TimeAres Operating Group Units in the manner provided in this Article II, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of Valaris Shares represented by a certificate (eachconsummating an Exchange, a “Valaris Share Certificate”): (Athe Exchange Counterparty shall deliver or cause to be delivered at the offices of the then-acting Transfer Agent or, if there is no then-acting Transfer Agent, at the principal executive offices of the Issuer, the number of Common Units issuable upon such Exchange, registered in the name of such exchanging Ares Operating Group Limited Partner, or its nominee. If the Common Units are settled through the facilities of The Depository Trust Company, the Exchange Counterparty will, subject to Section 2.2(c) a letter below, upon the written instruction of transmittal in customary form and containing the exchanging Ares Operating Group Limited Partner deliver the Common Units deliverable to such provisions as Transocean and Valaris may reasonably specify prior exchanging Ares Operating Group Limited Partner, through the facilities of The Depository Trust Company, to the Effective Time (including a provisions confirming that delivery account of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk the participant of loss and title to the Valaris Share Certificate held The Depository Trust Company designated by such Valaris Shareholders exchanging Ares Operating Group Limited Partner. The Issuer General Partner and the Issuer shall passtake such actions as may be required to ensure the performance by the Ares Operating Group Entities of their respective obligations under this Article II, only upon proper delivery including causing the issuance and sale of such Valaris Share Certificate Common Units to or for the Depositary) and (B) instructions for use in effecting the surrender account of the Valaris Share Certificates Ares Operating Group Entities in exchange for Transocean Shares pursuant the delivery to the Scheme of Arrangement and any cash in lieu Issuer of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right number of Ares Operating Group Units that is equal to receive pursuant to this Agreement. Upon surrender of a Valaris Share Certificate to the Depositary for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Depositary or Transocean, (I) the holder of such Valaris Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant to the provisions of Section 2.5(d) (and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Share Certificate so Ares Operating Group Units surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 2.5, each Valaris Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Transocean Shares (and cash in lieu of any fractional Transocean Share) as contemplated by Section 2.5(d)an exchanging Ares Operating Group Limited Partner. (iic) As promptly as practicable after The Ares Operating Group Entities, on the Effective Timeone hand, but and each exchanging Ares Operating Group Limited Partner, on the other hand, shall bear their own expenses in no event later connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that the Ares Operating Group Entities shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any such Exchange; provided that if any Common Units are to be delivered in a name other than three that of the exchanging Ares Operating Group Limited Partner that requested such Exchange (3) Business Days following other than in the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder name of Valaris Shares in book-entry form (the “Book-Entry Valaris Shares”) not held through The Depositary Depository Trust Company (the “DTC”or its nominee), (A) a notice advising then such holders of Ares Operating Group Limited Partner or the effectiveness of Person in whose name such Common Units are to be delivered shall pay to the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to Ares Operating Group Entities the amount of cash any transfer taxes, stamp taxes or duties, or other similar taxes in lieu connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of fractional interests the Ares Operating Group Entities that such tax has been paid or is not payable. (d) The Ares Operating Group Entities may adopt reasonable procedures for the implementation of the exchange, sale or redemption provisions set forth in Transocean Shares to be paid this Article II, including procedures for the giving of notice of an election for exchange. An Ares Operating Group Limited Partner may not revoke a notice of exchange delivered pursuant to Section 2.5(d), if any. (iii2.2(a) With respect to above without the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal consent of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares Counterparty which consent may be provided or withheld, or made subject to be paid pursuant to Section 2.5(d)such conditions, if any. Each Valaris Share that is owned (A) by Valaris limitations or restrictions, as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied determined by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be Exchange Counterparty in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustmentits sole discretion. Nothing in this Section 2.5 Agreement shall be construed obligate the Exchange Counterparty to permit Transocean treat any Ares Operating Group Limited Partners alike, whether or Valaris not such Ares Operating Group Limited Partners are similarly situated, and the exercise of any power or discretion by the Exchange Counterparty in the case of any Ares Operating Group Limited Partner shall not create any obligation on the part of the Issuer or the Issuer General Partner to take any similar action with respect in the case of any other Ares Operating Group Limited Partner, it being understood that any power or discretion conferred upon the Exchange Counterparty shall be treated as having been so conferred as to its securities that is otherwise prohibited by this Agreementeach Ares Operating Group Limited Partner separately.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but in no event later than three Parent or the Surviving Corporation shall cause the Paying Agent (3and shall use its commercially reasonable efforts to cause the Paying Agent to do so by the fifth (5th) Business Days Day following the date of the Effective Time, Transocean shall cause the Depositary ) to mail and otherwise make available to each holder of record, as record of a Certificate or Book-Entry Shares which immediately prior to the Effective TimeTime represented outstanding shares of Seller Common Stock whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration, of Valaris Shares represented by a certificate (each, a “Valaris Share Certificate”): (Ai) a letter of transmittal in customary form and containing such provisions as Transocean and Valaris may reasonably (which shall specify prior to the Effective Time (including a provisions confirming that delivery of Valaris Share Certificate by Valaris Shareholders shall be effected, and risk of loss and title to the Valaris Share Certificate held by such Valaris Shareholders Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of such Valaris Share Certificate the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h) hereof) or Book-Entry Shares to the Depositary) Paying Agent and shall be in such form and have such other provisions as Parent and Seller may mutually agree or the Paying Agent may reasonably specify), and (Bii) instructions for use in effecting the surrender of the Valaris Share Certificates or Book-Entry Shares in exchange for Transocean Shares pursuant to the Scheme of Arrangement and any cash in lieu of a fractional share which the Valaris Shares represented by such Valaris Share Certificate shall have been converted into the right to receive pursuant to this AgreementMerger Consideration. Upon surrender of a Valaris Share Certificate or Book-Entry Share, as applicable, for cancellation to the Depositary for exchangePaying Agent, together with a duly executed such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Depositary or Transoceanpursuant to such instructions, (I) the holder of such Valaris Certificate or such Book-Entry Share Certificate shall be entitled to receive in book-entry form the number of whole Transocean Shares that such holder has the right to receive pursuant exchange therefor cash equal to the provisions Merger Consideration payable in respect of Section 2.5(d) (the shares of Seller Common Stock previously represented by such Certificate or such Book-Entry Share, and cash in lieu of any fractional share of Valaris Share) and (II) the Valaris Certificate or Book-Entry Share Certificate so surrendered shall immediately be immediately canceledcancelled. In the event of a transfer of ownership of Seller Common Stock which is not registered in the transfer records of Seller, payment may be made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate or such Book-Entry Share is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.53.2, each Valaris Share Certificate or Book-Entry Share, as applicable, shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive Transocean Shares (and receive, upon such surrender the Merger Consideration. No interest shall be paid or accrue on any cash in lieu payable upon surrender of any fractional Transocean Share) as contemplated by Section 2.5(d). (ii) As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, Transocean shall instruct the Depositary to mail and otherwise make available to each former Valaris Shareholder of Valaris Shares in book-entry form (the “Certificate or Book-Entry Valaris Shares”) not held through The Depositary Trust Company (the “DTC”), (A) a notice advising such holders of the effectiveness of the Business Combination, (B) a statement reflecting the number of Transocean Shares (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Transocean Shares, if any, that such holder has the right to receive pursuant to this Section 2.5 (after taking into account all Valaris Shares then held by such holder) and (C) a check in an amount of U.S. dollars equal to the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if anyShare. (iii) With respect to the Book-Entry Valaris Shares held through DTC, Transocean and V▇▇▇▇▇▇ shall reasonably cooperate prior to the Effective Time to establish procedures with the Depositary and DTC with the goal of ensuring that the Depositary will transmit to DTC or its nominees as soon as reasonably practicable on or after the Effective Time, upon surrender of Valaris Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, (A) the aggregate Transocean Shares that holders of Book-Entry Valaris Shares have the right to receive pursuant to Section 2.5(c) and (B) the amount of cash in lieu of fractional interests in Transocean Shares to be paid pursuant to Section 2.5(d), if any. (i) For each Valaris Share issued and outstanding immediately prior to the Effective Time (other than Canceled Shares), the relevant former Valaris Shareholder shall be entitled to receive the Exchange Ratio and any cash in lieu of fractional Transocean Shares to be paid pursuant to Section 2.5(d), if any. Each Valaris Share that is owned (A) by Valaris as treasury shares or owned by any Valaris Subsidiary or (B) by Transocean or any Transocean Subsidiary (collectively, the Valaris Shares in clauses (A) and (B), the “Canceled Shares”), in each case, immediately prior to the Effective Time, shall be canceled automatically and shall cease to exist and be issued and outstanding and no consideration shall be delivered in exchange therefor nor any repayment of capital made in respect thereof. (ii) At the Effective Time, each Valaris Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, shall immediately be assumed by Transocean, remain outstanding and, in lieu of the number of Valaris Shares then exercisable under such Valaris Warrant prior to the Effective Time, be exercisable for the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination. Without limiting the foregoing, Transocean shall take all actions necessary to cause the Valaris Warrant Agreement to continue to be in full force and effect from and after the Effective Time and to permit the holders of Valaris Warrants to, upon exercise of any such Valaris Warrant, receive the Fundamental Transaction Consideration (as defined in the Valaris Warrant Agreement) multiplied by the number of Valaris Shares for which a Valaris Warrant is exercisable immediately prior to the consummation of the Business Combination, including by assuming by written instrument substantially similar in form and substance to the Valaris Warrant Agreement in all material respects, the obligation to distribute such Transocean Shares to the holders of Valaris Warrants. (iii) The number of Transocean Shares to which a Valaris Shareholder or a holder of Valaris PSUs, Valaris RSUs and Valaris Warrants is entitled to pursuant to this Agreement shall be adjusted to reflect fully the effect of any share or stock split, reverse split, share or stock dividend (including any dividend or distribution of securities convertible into Transocean Shares or Valaris Shares, other than share or stock dividends paid in lieu of ordinary course dividends), consolidation, reclassification, reorganization, recapitalization or other like change with respect to Transocean Shares or Valaris Shares occurring after the Agreement Date and prior to the Effective Time and the Exchange Ratio shall be deemed to be such exchange ratio of Transocean Shares per Valaris Share as is required to reflect such adjustment. Nothing in this Section 2.5 shall be construed to permit Transocean or Valaris to take any action with respect to its securities that is otherwise prohibited by this Agreement.