VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This VOTING AND SUPPORT AGREEMENT (this "Agreement"), is dated as of [?], 2018, by and among Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), and the shareholder of Transocean Ltd., a Swiss corporation ("Parent"), listed on the signature pages hereto (the "Shareholder"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This VOTING AND SUPPORT AGREEMENT (this "Agreement"), is dated as of [?], 2018, by and among Transocean Ltd., a Swiss corporation ("Parent"), and the shareholders of Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), listed on the signature pages hereto (each, a "Shareholder" and collectively, the "Shareholders"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2018 • Ocean Rig UDW Inc. • Drilling oil & gas wells • New York
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), is entered into as of September 3, 2018, by and among Ocean Rig UDW Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Company"), Transocean Ltd., a Swiss corporation ("Parent"), Transocean Oceanus Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent ("HoldCo"), and Transocean Oceanus Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of HoldCo ("Merger Sub"). The Company, Parent, HoldCo and Merger Sub are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".
