Exhibit XI

 

EXECUTION VERSION

 

SUPPORT AGREEMENT

 

This SUPPORT AGREEMENT (this “Agreement”), dated as of February 9, 2026, is entered into by and among Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Valaris”) and the undersigned shareholders (the “Transocean Shareholders”) of Transocean Ltd., a Swiss corporation (“Transocean”). Capitalized terms used but not defined herein shall have the meanings given to them in the Business Combination Agreement (as defined below).

 

RECITALS

 

WHEREAS, concurrently with this Agreement, Valaris and Transocean have entered into a Business Combination Agreement as of the date hereof (as may be amended from time to time, the “Business Combination Agreement”), which provides for, among other things, the acquisition by Transocean of all of the issued and outstanding Valaris Shares in exchange for shares of Transocean with a par value of $0.10 per share (or such other par value as in effect from time to time) (the “Transocean Shares”);

 

WHEREAS, each Transocean Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement whenever the term “beneficial owner” or “beneficially own” is used) of the number of Transocean Shares set forth under the heading “Owned Shares” on such Transocean Shareholder’s signature page to this Agreement (the “Owned Shares”);

 

WHEREAS, the Owned Shares (as defined) and any additional Transocean Shares or other voting securities of Transocean acquired by each Transocean Shareholder after the date hereof and prior to the Termination Date (as defined herein) and pursuant to which such Transocean Shareholder has or may have (provided the Transocean Shares have been duly registered in Transocean’s share register, including through Cede & Co as nominee, enabling such Transocean Shareholder to vote as a beneficial owner) the right to vote such Transocean Shares or other voting securities, including by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Transocean Shares, upon exercise or conversion of any securities or warrants, or upon the vesting of equity awards are referred to in this Agreement as the “Covered Shares”, in each case, solely to the extent beneficially owned by such Transocean Shareholder at the relevant time;

 

WHEREAS, as a condition and inducement to Transocean’s willingness to enter into the Business Combination Agreement and to proceed with the transactions contemplated thereby, including the Business Combination, Transocean and the Transocean Shareholders are entering into this Agreement; and

 

WHEREAS, each Transocean Shareholder acknowledges that Transocean is entering into the Business Combination Agreement in reliance on the representations, warranties, covenants and other agreements of such Transocean Shareholder set forth in this Agreement, and would not enter into the Business Combination Agreement if such Transocean Shareholder did not enter into this Agreement.

 

 

 

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Transocean and each Transocean Shareholder hereby agree as follows:

 

Section 1.           Agreement to Vote. From and after the date hereof until the termination of this Agreement in accordance with Section 3, at any meeting of the shareholders of Transocean (however called), and at every postponement, adjournment or reconvening thereof, each Transocean Shareholder shall procure that, in each case as of the record date for the relevant general meeting of shareholders of Transocean, (y) such Transocean Shareholder shall cause its Covered Shares to be counted as present or represented thereat for purposes of calculating a quorum and (z) such Transocean Shareholder’s Covered Shares shall be voted at such meeting (or adjournment, postponement or reconvening thereof) by granting and delivering a valid proxy or other instructions necessary to vote such Covered Shares at such meeting (or adjournment, postponement or reconvening thereof), no later than the date indicated in the notice of meeting or proxy materials of such meeting (or adjournment, postponement or reconvening thereof) as being the date until which proxy or other instructions may be validly given for the meeting, as follows:

 

(a)        in favor of the Transocean Shareholder Resolutions and in favor of any other matter necessary to the consummation of the transactions contemplated by the Business Combination Agreement;

 

(b)        in favor of any proposal to postpone, adjourn or reconvene such meeting to or on a later date (A) to solicit additional proxies if Transocean will not receive sufficient proxies for the purpose of obtaining the Transocean Required Approval, whether or not a quorum is present, (B) if Transocean will not have enough Transocean Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Transocean Meeting or (C) if such postponement, adjournment or reconvening is required by Applicable Law or a Governmental Authority;

 

(c)        against any Acquisition Proposal with respect to Transocean, or any other transaction, proposal, agreement or action made in opposition to adoption or approval of the Transocean Shareholder Resolutions;

 

(d)       against any action or agreement with respect to Transocean that would reasonably be expected to result in a breach of any representation, warranty, covenant or obligation of Transocean in the Business Combination Agreement, or of such Transocean Shareholder in this Agreement; and

 

(e)        against any other action, agreement, transaction or proposal involving Transocean or any of its Subsidiaries that would reasonably be expected to prevent, materially interfere with, materially delay or materially impair the timely consummation of the Business Combination or the fulfillment of any of the conditions set forth in Article 6 (Conditions Precedent) of the Business Combination Agreement.

 

Each Transocean Shareholder shall not revoke or modify the instructions granted pursuant to the immediately preceding sentence prior to the Termination Date, except, in each case, as may be necessary to comply with the voting obligations set forth in this Section 1. Notwithstanding anything to the contrary in this Agreement, if at any time prior to the Termination Date a Governmental Authority of competent jurisdiction enters an order restraining, enjoining or otherwise prohibiting any Transocean Shareholder from taking any action pursuant to this Section 1, then the obligations of such Transocean Shareholder set forth in this Section 1 shall be of no force and effect for so long as such order is in effect and solely to the extent such order restrains, enjoins or otherwise prohibits such Transocean Shareholder from taking any such action.

 

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Notwithstanding anything in this Agreement to the contrary, each Transocean Shareholder shall remain free to vote its Covered Shares with respect to any matter not covered by this Section 1 in any manner that such Transocean Shareholder deems appropriate. For the avoidance of doubt, nothing in this Agreement shall require any Transocean Shareholder to vote (or cause to be voted) any of the Covered Shares in any manner with respect to an amendment, modification or supplement to the Business Combination Agreement that could result in the termination of this Agreement pursuant to Section 3(d).

 

Section 2.           Inconsistent Agreements. Except as contemplated by this Agreement, each Transocean Shareholder hereby represents, covenants and agrees that such Transocean Shareholder has not, nor has any entity with voting authority over the Covered Shares, (a) entered into, or shall enter into at any time prior to the Termination Date, any voting agreement or voting trust with respect to its Covered Shares or (b) granted, nor shall grant at any time prior to the Termination Date, a proxy or power of attorney with respect to its Covered Shares, which has not subsequently been revoked or which is inconsistent with the obligations of such Transocean Shareholder pursuant to this Agreement.

 

Section 3.           Termination. This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Business Combination Agreement in accordance with its terms, (c) the time at which an Adverse Recommendation Change is effected by the Transocean Board or any committee thereof in accordance with the terms of the Business Combination Agreement, (d) the time at which the Business Combination Agreement is amended, modified or supplemented in a manner that (A) increases the consideration payable to any Valaris Shareholder or any other Valaris shareholder pursuant to the terms of the Business Combination Agreement, (B) changes the form of consideration to be received by any Valaris Shareholder or any other Valaris shareholder or (C) otherwise adversely affects the interests of any Transocean Shareholder or any other Transocean shareholder or does not impact or otherwise affect the Transocean shareholders in the same manner, or (e) written notice of termination of this Agreement by Transocean to the Valaris Shareholders (such earliest date being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections 7, and 9 through 23 shall survive the termination of this Agreement; provided, further that no such termination will relieve any party hereto from any liability for any willful and material breach of this Agreement occurring prior to such termination.

 

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Section 4.           Representations and Warranties of the Transocean Shareholders. Each Transocean Shareholder hereby represents and warrants, solely with respect to such Transocean Shareholder, to Transocean as follows:

 

(a)        Such Transocean Shareholder is the beneficial owner of the Owned Shares and has good and valid title to the Owned Shares free and clear of Encumbrances other than as created by this Agreement or restrictions on transfer of general applicability arising under applicable securities Laws. Such Transocean Shareholder or its Affiliates has the only voting power, power of disposition, and power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Transocean Shareholder does not own beneficially or of record any (i) shares of capital stock or voting securities of Transocean, (ii) securities of Transocean convertible into or exchangeable for shares of capital stock or voting securities of Transocean or (iii) options or other rights to acquire from Transocean any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Transocean.

 

(b)       Such Transocean Shareholder that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Such Transocean Shareholder has all requisite power, authority and legal capacity to execute and deliver this Agreement and to perform its, his or her obligations hereunder. The execution, delivery and performance of this Agreement by such Transocean Shareholder that is an entity, the performance by such Transocean Shareholder of its obligations hereunder and the consummation by such Transocean Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Transocean Shareholder and no other actions or proceedings on the part of such Transocean Shareholder are necessary to authorize the execution and delivery by such Transocean Shareholder of this Agreement, the performance by such Transocean Shareholder of its obligations hereunder or the consummation by such Transocean Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Transocean Shareholder and, assuming due authorization, execution and delivery by Transocean, constitutes a legal, valid and binding obligation of such Transocean Shareholder, enforceable against it, him or her in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Applicable Laws of general application relating to or affecting rights of creditors and equitable remedies, including specific performance, are discretionary and may not be ordered.

 

(c)        Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Transocean Shareholder for the execution, delivery and performance of this Agreement by such Transocean Shareholder or the consummation by such Transocean Shareholder of the transactions contemplated hereby, other than as contemplated by the Business Combination Agreement, and (ii) neither the execution, delivery or performance of this Agreement by such Transocean Shareholder, nor the consummation by such Transocean Shareholder of the transactions contemplated hereby, nor compliance by such Transocean Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of the Transocean Shareholder (if the Transocean Shareholder is an entity), (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than a Permitted Encumbrance) on any property or asset of such Transocean Shareholder pursuant to, any Contract to which such Transocean Shareholder is a party or by which such Transocean Shareholder or any properties or assets of such Transocean Shareholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Transocean Shareholder or any of such Transocean Shareholder’s properties or assets, except, in the case of each of sub-clause (i) and (ii), as would not restrict, prohibit or materially impair the performance by such Transocean Shareholder of its obligations under this Agreement.

 

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(d)       As of the date hereof, there are no Proceedings pending or, to the knowledge of such Transocean Shareholder, threatened against such Transocean Shareholder or any of its or his affiliates (such term as used herein, having the same meaning set forth in the Business Combination Agreement) that would materially impair the ability of such Transocean Shareholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement in a timely manner.

 

Section 5.           Representations and Warranties of Transocean. Valaris hereby represents and warrants to the Transocean Shareholder as follows:

 

(a)        Valaris is an exempted company limited by shares, incorporated, validly existing and in good standing under the Applicable Bermuda Laws. Valaris has all requisite power, authority and legal capacity to execute and deliver this Agreement. The execution and delivery of this Agreement by Valaris has been duly and validly authorized by Valaris and no other actions or proceedings on the part of Valaris are necessary to authorize the execution and delivery by Valaris of this Agreement. This Agreement has been duly and validly executed and delivered by Valaris and, assuming due authorization, execution and delivery by each Transocean Shareholder, constitutes a legal, valid and binding obligation of Valaris, enforceable against Valaris in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Applicable Laws of general application relating to or affecting rights of creditors and equitable remedies, including specific performance, are discretionary and may not be ordered.

 

(b)       Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Valaris for the execution and delivery of this Agreement by Valaris, and (ii) the execution and delivery of this Agreement by Valaris shall not (A) conflict with or violate, any provision of the Valaris Constitutional Documents, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Valaris pursuant to, any Contract to which Valaris is a party or by which Valaris or any properties or assets of Valaris is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Valaris or any of Valaris’ properties or assets, except, in the case of each of sub-clause (i) and (ii), as would not restrict, prohibit or impair the performance by Valaris of its obligations under this Agreement.

 

(c)        Valaris has taken and will take any and all action necessary (including, as applicable, the adoption of relevant resolutions by the Valaris Board) to render inapplicable any control share acquisition, business combination, or other similar anti-takeover provisions under the Valaris Constitutional Documents, or any applicable “fair price,” “moratorium,” “interested shareholder,” “control share acquisition,” “business combination” or other anti-takeover Law or similar Law enacted under state or federal Law, that is or could become applicable to any of Valaris, the Transocean Shareholders and their affiliates, this Agreement and the transactions contemplated hereby, and the Business Combination Agreement and the transactions contemplated thereby.

 

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(d)       As of the date hereof, there are no Proceedings pending or, to the knowledge of Valaris, threatened against Valaris or any of its affiliates that would impair the ability of Valaris to consummate the transactions contemplated by the Business Combination Agreement.

 

Section 6.           Certain Covenants of the Parties. Prior to the Termination Date, and except as contemplated hereby, each Transocean Shareholder shall not, directly or indirectly, (a) tender any Covered Shares into any tender or exchange offer or (b) knowingly sell, transfer, offer, exchange, pledge, hypothecate, grant, encumber, assign or otherwise dispose of or encumber (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of its Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of Law, or through the granting of any proxies or powers of attorney, in connection with a voting trust or voting agreement) to any Person (i) that such Transocean Shareholder has actual knowledge is engaged in the business of providing offshore contract drilling services or (ii) that such Transocean Shareholder has actual knowledge is acquiring the Covered Shares in order to oppose the Transocean Shareholder Resolutions at any meeting of the shareholders of Transocean relating to the approval of the Transaction on the terms provided in the Business Combination Agreement.  Notwithstanding anything to the contrary set forth herein, nothing in this Agreement will restrict any Transocean Shareholder from engaging in or consummating or entering into any agreement, arrangement or understanding to engage in or consummate any open market transactions with respect to the Covered Shares. Each Transocean Shareholder hereby covenants and agrees that from and after the date hereof until the Termination Date, each Transocean Shareholder agrees that it shall not take any action, in his, her or its capacity as a shareholder of Transocean, that Transocean is then-prohibited from taking pursuant to Sections 7.1(b)(i), (iii) or (iv) (Covenants Regarding Non-Solicitation) of the Business Combination Agreement (dated as of the date hereof), subject to the terms and conditions therein. Notwithstanding anything to the contrary set forth herein, but subject to the terms and conditions set forth this Section 6, each Transocean Shareholder shall remain free to sell, transfer or otherwise dispose of any Covered Shares or any other equity interests of Transocean in any manner that such Transocean Shareholder deems appropriate.

 

Section 7.           Transocean Shareholder Capacity. This Agreement is being entered into by each Transocean Shareholder solely in its, his or her capacity as a beneficial owner of the Covered Shares, and, notwithstanding any other provision in this Agreement to the contrary, nothing in this Agreement shall restrict or limit the ability of such Transocean Shareholder or any affiliate of such Transocean Shareholder who is a director, officer or employee of Transocean to take any action in his or her capacity as a director, officer or employee of Transocean, including the exercise of fiduciary duties to Transocean or its shareholders.

 

Section 8.           Disclosure. Prior to the Termination Date, none of the Transocean Shareholders or Valaris shall issue any press release or make any public statement with respect to this Agreement without the prior written consent of each other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable U.S. securities exchange or Governmental Authority to which the relevant party is subject, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance.

 

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Section 9.             Non-Survival of Representations, Warranties and Covenants. The representations, warranties and covenants and agreements of the Transocean Shareholders contained herein shall not survive the Termination Date, other than those contained within the provisions that the parties have agreed will survive the termination of this Agreement pursuant to Section 3.

 

Section 10.           Notices. Any notice, consent or other communication that is required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered (and shall be deemed to have been duly given upon receipt) by hand delivery, prepaid overnight courier (providing written proof of delivery) or email (provided that the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email) to the Party to whom it is addressed, as follows:

 

if to Valaris:

 

Valaris Limited

5847 San Felipe St., Suite 3300

Houston, Texas 77057

Attn: Davor Vukadin

Email: [*]

 

with a copy (which shall not constitute notice) to:

 

Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Attention: Stephen F. Arcano; Eric C. Otness
Email:      Stephen.Arcano@skadden.com; Eric.Otness@skadden.com

 

Section 11.         Interpretation.

 

(a)        When a reference is made in this Agreement to a Section, Article, Schedule or Exhibit, such reference shall be to a Section, Article, Schedule or Exhibit of this Agreement unless otherwise indicated. The headings contained in this Agreement or in any Schedule or Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning set forth in this Agreement. All Schedules and Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.

 

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(b)       The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “herein,” “hereto” and “hereunder” and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

 

(c)        Words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation.” The use of the words “either,” “or,” “neither,” “nor” and “any” shall not be exclusive, unless context requires otherwise. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

 

Section 12.         Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter hereof and thereof.

 

Section 13.         No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Transocean, which shall be and hereby is, an express third-party beneficiary of this Agreement.

 

Section 14.         Governing Law. This Agreement and all claims and causes of action based upon, arising out of or in connection herewith shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

 

Section 15.         Submission to Jurisdiction. Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in the State of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of (x) any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 15, or (y) Transocean, as an express third-party beneficiary of this Agreement, to initiate proceedings in the courts of Switzerland for the purpose of giving effect to Section 6 hereof.

 

Section 16.         Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns

 

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Section 17.         Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, subject to the limitations contained in this Section 17, each party shall be entitled to specific performance, or other equitable relief, and to enforce specifically the terms and provisions hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the State of Delaware located in New Castle County, Delaware or any federal court located in Wilmington, Delaware, this being in addition to any other remedy to which such party is entitled at Law or in equity, without any requirement to post security as a prerequisite to obtaining equitable relief. Each party agrees that it shall not oppose the granting of specific performance and other equitable relief on the basis that the other party has an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity.

 

Section 18.         [Reserved]

 

Section 19.         Severability. If any one or more of the provisions (or any part thereof) of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Authority, such provision or provisions (or part or parts thereof) shall be, and shall be conclusively deemed to be, as to such jurisdiction, severable from the balance of this Agreement and:

 

(a)        the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired by the severance of the provisions (or parts thereof) so severed; and

 

(b)       the invalidity, illegality or unenforceability of any provision (or part thereof) of this Agreement in any jurisdiction shall not affect or impair such provision (or part thereof) or any other provisions of this Agreement in any other jurisdiction.

 

(c)        If upon any determination that any term or other provision in this Agreement is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the fullest extent possible.

 

Section 20.         [Reserved]

 

Section 21.         Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

 

Section 22.         Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS COMBINATION, ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 22.

 

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Section 23.         Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. This Agreement may be executed by signatures delivered by facsimile or email, and a copy hereof that is executed and delivered by a party by facsimile or email (including in .pdf format) will be binding upon that party to the same extent as a copy hereof containing that party’s original signature.

 

Section 24.         No Presumption Against Drafting Party. Valaris and the Transocean Shareholders acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

 

[The remainder of this page is intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

  VALARIS LIMITED
     
  By: /s/ Anton Dibowitz
  Name: Anton Dibowitz
  Title: President and Chief Executive Officer

 

[Signature Page to Support Agreement]

 

 

 

 

  FREDERIK W. MOHN
     
  By: /s/ Frederik W. Mohn
    Name: Frederik W. Mohn

 

  Address: Statsminister Michelsens veg 38
    5230 Paradis, Bergen, Norway
     
  Email: [*]

 

  Owned Shares:  
    22,148 individually owned; and 321,259 issuable in relation to vested restricted share units Mr. Mohn has the right to receive based on his services as a director of Transocean

 

[Signature Page to Support Agreement]

 

 

 

 

  PERESTROIKA AS
     
  By:  /s/ Frederik W. Mohn
    Name: Frederik W. Mohn
    Title: Chairman and Sole Director

 

  Address: Statsminister Michelsens veg 38
5230 Paradis, Bergen, Norway
     
  Email: [*]

 

  Owned Shares:  
    96,574,894 (represents beneficial ownership of 96,574,894 owned by Perestroika (Cyprus) Ltd)

 

[Signature Page to Support Agreement]

 

 

 

 

  PERESTROIKA (CYPRUS) LTD
     
  By:  /s/ Frederik W. Mohn
    Name: Frederik W. Mohn
    Title: Director

 

  Address: Statsminister Michelsens veg 38
5230 Paradis, Bergen, Norway
     
  Email: [*]

 

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