Common use of Scheme Clause in Contracts

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

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

Scheme. We I irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to Ensco the Offeror that: (i) we (to the extent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all voting rights attaching to Rowan the Shares as follows on to vote in favour of any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of Rowan the Company (including any adjournment or postponement thereof) (the “Rowan General Meeting”) or at any meeting of holders of shares in Rowan the Company convened by a Court (including any adjournment or postponement thereof) (“Court Meeting”) which: (a) which is necessary to implement the Acquisition, in favour of the resolution; (bii) might reasonably be expected to have any positive impact on the fulfilment of any condition (to the Acquisitionextent I or my spouse hold Shares) I shall (and shall use reasonable endeavours to procure that my spouse shall) exercise, in favour or, where applicable, procure the exercise of, all voting rights attaching to the Shares to vote against any resolution (whether or not amended and whether put on a show of the resolution; (chands or a poll) might which is proposed at any General Meeting or any Court Meeting which is reasonably be expected likely to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in Rowan the Company by a third party), against the resolution; or (d) might otherwise impact on the success of the Acquisition, only in accordance with Ensco’s instructions; (iiiii) we (to the extent I or my spouse hold Shares) I shall, in my capacity as a shareholder of the Company, (and shall use reasonable endeavours to procure that my spouse shall) exercise, or, where applicable, procure the exercise of, all rights attaching to Rowan the Shares to requisition or join in the requisitioning of any general meeting of Rowan the Company for the purposes of voting on any resolution referred to under paragraph (i) above, or to require Rowan the Company to give notice of any such meeting, only in accordance with Enscothe Offeror’s instructions; (iiiiv) for the purpose of voting on any resolution referred to under paragraph paragraphs (i) and (ii) above, we I shall (and shall use reasonable endeavours to procure that my spouse shall), if required by Enscothe Offeror, execute any form of proxy required by Ensco the Offeror appointing any person nominated by Ensco the Offeror to attend and vote at the relevant meetings; and; (ivv) (to the extent I or my spouse hold Shares) without prejudice to paragraph (iii2(iv), and in the absence of any such requirement by Enscothe Offeror, we I shall (and shall use reasonable endeavours to procure that my spouse shall) after the posting of any proxy statement (including any supplement or amendment to the joint proxy statement dated 11 December 2018 which was first mailed or otherwise delivered to Ensco shareholders and Rowan shareholders on or about 12 December 2018) circular to be sent to shareholders of Rowan and/or Ensco concerning the Acquisition Company containing an explanatory statement in respect of the Scheme (the “Proxy StatementScheme Document”) (and without prejudice to any right we I or my spouse have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition) ), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Proxy Statement Scheme Document (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any action which may be required by Rowan the Company or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven ten days after the posting of the Proxy StatementScheme Document; and (vi) (to the extent I or my spouse hold Shares) I shall not (and shall use reasonable endeavours to procure that my spouse shall not) revoke the terms of any proxy executed or returned in accordance with paragraphs 2(iv) and (v), either in writing or by attendance at any General Meeting or Court Meeting or otherwise.

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

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

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