Cleansing Materials

October 6, 2020

Disclaimer

This Cleansing Materials (this “Presentation”) contains certain information pertaining to Offshore Drilling Holding S.A. (“ODH”) and its direct and indirect subsidiaries (collectively with ODH, the “Company”) and indicative terms of potential transactions concerning the Company. This Presentation is being provided solely for discussion purposes, is not legally binding in any way and does not constitute an offer to provide or accept the transactions discussed herein. This Presentation is not a complete list of all terms and conditions of any potential transaction described herein and is subject to material change. This Presentation and the potential undertakings contemplated herein are subject in all respects to the negotiation, execution, and delivery of definitive documentation acceptable to the Company.

The legal and financial matters and effects related to this Presentation or any related or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of this Presentation or related transactions. Certain financial information included in this Presentation is preliminary, unaudited and subject to revision and completion of the Company's audit processes. The events, facts and circumstances surrounding the Company, including the impact of the COVID-19 pandemic on operations and financial results and the policies and actions of governments or other third parties, are subject to change and the Company cannot predict them or measure their effects with certainty. The current and potential effects of COVID-19 are difficult to assess or predict with meaningful precision both generally and on an industry-specific basis and it remains impossible to predict the ultimate impact of COVID-19 on regional and global developments as well as the Company's specific operational and financial conditions.

The recipient should conduct its own investigation and analysis of the Company in connection with any transaction. Any views or opinions expressed herein do not and are not intended to constitute legal advice or opinion of the Company or its advisors and should not be acted upon as such and the recipient should consult their advisors to obtain advice with respect to any particular matter. The Company does not make any representation or warranty, express or implied, not does it accept any responsibility or liability for the accuracy or completeness of this Presentation or any other written or oral information that it or any other person makes available to any recipient. The Company does not make any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. This Presentation speaks only as of the date of the information herein and the Company has no obligation to update or correct any information herein.

ANY TRANSACTION WITH THE COMPANY INVOLVES A HIGH DEGREE OF RISK. Any party to a transaction should inquire into, independently investigate and consider such risks in its due diligence investigation before entering into any transaction.

THIS PRESENTATION IS PROVIDED FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER, AGREEMENT OR COMMITMENT TO ENTER INTO ANY DEFINITIVE DOCUMENTS, ANY BUSINESS TRANSACTION OR A RELATIONSHIP. NOTHING IN THIS PRESENTATION IS INTENDED TO REPRESENT A COMMITMENT ON THE PART OF THE COMPANY OR ANY OF THEIR AFFILIATES TO ENGAGE IN THE TRANSACTIONS CONTEMPLATED HEREIN WITH ANY PERSON.

The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of any transaction in the United States or to conduct a public offering of securities in the United States.

I. Corporate Fee – Description

II. La Muralla IV CapEx

III. Stacking Costs Estimates

IV. Performance Bond Questions & Responses

V. Company Proposal for Shareholder Contribution (Sep. 20, 2020)

VI. Final Term Sheet (Oct. 5, 2020)

Table of Contents

I. Corporate Fee – Description

CONFIDENTIAL INFORMATION SUBJECT TO CONFIDENTIALITY AGREEMENT

Corporate Fee

1. Summary:Corporate offices in Mexico City with 180 professionals of different disciplines thatprovide shared services.

2. Main responsibilities:

Commercial

(i) Marketing the rigs with potential clients, follow-up and prequalification.(ii) Organizing and hosting visits to rigs and technical due diligences.(iii) Drafting operating budgets.(iv) Preparing bidding documents(v) Legal review and contract negotiations.(vi) Arranging for guarantees requested in the bidding processes and

contracts.(vii) Contract extensions and new contracts.

Main persons involved:

CEO.

CFO.

COO

Commercial Director Private Sector.

Commercial Director Public Sector (PEMEX).

Business Development Director.

Head of Legal Department.

Operations (outside warm-stacking or operations under contract)

(i) Preparing for start-up of operations, including:(ii) Engineering and technical studies to upgrade or adequate the rig to

contract requirements.(iii) Hiring process of crews and training program;(iv) Adjustment of HSE procedures and quality standards to each charter

contract.(v) Development of preventive maintenance plan.(vi) Preparation of the Safety Case and Bridging documents for each contract.(vii) Satisfaction of flag requirements.(viii) Securing and maintaining adequate insurance.(ix) Shared licensing and support for IT and communications safety systems.(x) Shared licensing and support for SAP ERP and Preventive Maintenance

System.

Main persons involved:

CONFIDENTIAL INFORMATION SUBJECT TO CONFIDENTIALITY AGREEMENT

COO

Corporate Purchasing Department

Corporate HSE Head

Corporate Maintenance Head.

Corporate IT Manager and In-House SAP Shared Services

Finance

(i) Financial arrangements such as new credit facilities, liability management,restructuring.

(ii) Compliance with financial covenants and reporting.(iii) Supervising accounting and audit process.

Main persons involved:

CFO

Corporate Risk Manager

Investor Relations Manager

Corporate Head of Accounting

Business Development Director.

Legal & Tax

(i) Compliance with legal requirements such as: board meetings, boardresolutions, shareholders resolutions.

(ii) Assisting ODH to qualify to do business in all applicable jurisdictions andto obtain and maintain all appropriate licenses

Main persons involved:

Head of Legal Department.

Corporate Legal Staff

Brief Example of La Muralla IV

Shell’s contract is $50 million USD for 3 wells and, if all the optional wells are executed the budget can be up to US$150 million approx., with US$100 million to be performed within 12 months. US$2.5 million equals a commission of 5% of the minimum work or 2.5% if the optional wells are executed. In order to get the contract and to be able to be ready, the company had to perform the following:

Before winning the bid

6 months of marketing efforts in Mexico and Houston, including traveling andrepresentation expenses.

Bidding process (more than 30 specialized persons involved).

Three technical due diligence on board Bicentenario and La Muralla IV, includingground logistics, crew vessels, helicopter rides, testing of major equipmentonboard.

CONFIDENTIAL INFORMATION SUBJECT TO CONFIDENTIALITY AGREEMENT

After winning the bid and before operations

HSE case development: 4 months of work of HSE technical team to improve upto Shell standards (done)

Training and Competency Matrix: 3 months of work of HR team to improve up toShell standards (done)

“Job by Design” Methodology to be implemented in Operations: 7 months’ workto improve up to Shell standards (In progress – will finish in July 2020)

“Assist and Assure” Methodology to be implemented in Operations: 7 months’work to improve up to Shell standards (In progress – will finish in July 2020)

Specialized technical team to define and supervise the process for MPD, BOP,Solid Control Equipment (In progress – will finish in July 2020)

Hiring Expat Rig Manager since February 2020 approved by Shell. It will be partof the OPEX, but when the rig is in operation. Currently being funded by theCompany

Commercial Director commission.

During Operations

Corporate relationship with the client

Marketing efforts to get the optional wells and additional rig

Corporate review of the Asset and leasing company’s compliance

Participation in the Board of Directors

II. La Muralla IV CapEx

CONFIDENTIAL INFORMATION /

SUBJECT TO CONFIDENTIALITY AGREEMENT

DRAFT - SUBJECT TO SUBSTANTIAL REVISION

ANY INFORMATION REGARDING FORECASTS, PROJECTIONS, RECOVERIES,

VALUATION, OR TREATMENT IN THIS PRESENTATION IS FOR ILLUSTRATIVE

PURPOSES ONLY

Item Original Budget Updated Budget Paid Before Oct 31, 2020 From Nov 2020

BOP Upgrades $ 13,514,050 16,590,182$ 4,453,531$ 8,325,359$ 3,811,292$ MPD 14,320,926$ 14,320,926$ 2,780,184$ 4,590,276$ 6,950,466$ Drilling String & Tools 7,282,000$ 7,282,000$ -$ -$ 7,282,000$ Flare Tip 115,273$ 115,273$ -$ 115,273$ -$ Transfer Basket 48,376$ 56,116$ 56,116$ -$ -$ Screw Conveyors 392,556$ 84,021$ 25,206$ 58,815$ -$ Solid Control Equipment 2,000,000$ 2,000,000$ 560,825$ 1,439,175$ -$ Riser Recertification 3,095,077$ 3,095,077$ 439,542$ 675,535$ 1,980,000$ Manifold Valves Recertification $ 232,800 564,000$ 97,800$ 466,200$ -$ Drilling Software Upgrades $ 1,006,259 750,000$ 248,533$ 501,467$ -$ UPS Batteries 40,488$ 40,488$ 22,080$ 18,408$ -$ Emergency Ligthing Batteries 85,024$ 85,024$ 85,024$ -$ -$ Repairs / Services / Inspections 351,762$ 351,762$ 71,807$ 279,955$ -$ Spares for Drillling Equipment 612,456$ 612,456$ 29,676$ 582,780$ -$ Helideck Recertification 51,478$ 51,478$ 40,942$ 10,536$ -$ Fire Control & Safety Plan 550$ 550$ 550$ -$ -$ OVID 4,300$ 4,300$ 4,300$ -$ -$ Nautical Publications 2,715$ 3,155$ 3,155$ -$ -$ Bridge Equipment 567,836$ 567,836$ 164,145$ 24,593$ 379,098$ Ballast System 7,700$ 7,700$ -$ 7,700$ -$ Lifesaving Appliance 46,005$ 138,923$ 108,923$ 30,000$ -$ Fire Prevention 23,341$ 27,500$ 21,240$ 6,260$ -$ Lifting Gear 143,710$ 166,302$ 166,302$ -$ -$ Paint 73,880$ 100,000$ 35,845$ 64,155$ -$ ROV $ 250,000 250,000$ 55,292$ 194,708$ -$ Deck Department -$ 148,021$ 148,021$ -$ -$ King Ranch Container $ - 365,500$ 182,750$ 182,750$ -$

Total CAPEX Plan 44,268,561$ 47,778,589$ 9,801,790$ 17,573,943$ 20,402,856$

0/26/83

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96/205/246

230/230/230

204/204/204

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CONFIDENTIAL / SUBJECT TO CONFIDENTIALITY AGREEMENT

DRAFT – SUBJECT TO SUBSTANTIAL REVISION

La Muralla IV Capex Schedule

Source: Management

($ in millions) Paid to DatePaid by Noteholders

(Sep 2020 - Feb 2021)

Paid by Company

(Mar 2021 - Jul 2022)

BOP Upgrades $4.5 $12.1 $ --

MPD 2.8 5.4 6.2

Drilling String & Tools -- 4.9 2.4

Flare Tip -- 0.1 --

Transfer Basket 0.1 -- --

Screw Conveyors 0.0 0.1 --

Solid Control Equipment 0.6 1.4 --

Riser Recertification 0.4 2.7 --

Manifold Valves Recertification 0.1 0.5 --

Drilling Software Upgrades 0.2 0.5 --

UPS Batteries 0.0 0.0 --

Emergency Ligthing Batteries 0.1 -- --

Repairs / Services / Inspections 0.1 0.3 --

Spares for Drillling Equipment 0.0 0.6 --

Helideck Recertification 0.0 0.0 --

Fire Control & Safety Plan 0.0 -- --

OVID 0.0 -- --

Nautical Publications 0.0 -- --

Bridge Equipment 0.2 0.1 0.3

Ballast System -- 0.0 --

Lifesaving Appliance 0.1 0.0 --

Fire Prevention 0.0 0.0 --

Lifting Gear 0.2 -- --

Paint 0.0 0.1 --

ROV 0.1 0.2 --

Deck Department 0.1 -- --

King Ranch Container 0.2 0.2 --

Total $9.8 $29.1 $8.9

III. Stacking Costs Estimates

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CONFIDENTIAL / SUBJECT TO CONFIDENTIALITY AGREEMENT

DRAFT – SUBJECT TO SUBSTANTIAL REVISION

Stacking Costs Estimates

Source: Management

1. Onshore G&A expenses will continue to be required. Company willing to subsidize

($ in thousands) Warm- Stack Cold-Stack

Original Updated

Payroll $620 $620 $425

Diesel, Consumables and Lubricants 465 465 465

Spare Parts & Consumables (Operations Onboard) 58 58 30

Repair services (Third Parties) 25 25 10

Logistics (Vessel Charters) 135 135 135

Contract Services with Third Parties 52 52 15

Inspections, Certifications and Customs 47 47 32

Personnel Related Expenses 45 45 21

Other Services and Rights 1 1 1

Indirect Costs (onboard expenses) 37 37 30

Depreciation - Rig Operator Assets Onboard 18 18 3

Total Operating Costs $1,502 $1,502 $1,166

Onshore - Operations $171 $90 $50

Onshore - Administration 1

158 -- --

Onshore - General Expenses 1

34 -- --

Total Onshore Costs & Expenses $363 $90 $50

Total Costs $1,865 $1,592 $1,216

Margin (Transfer Pricing Requirements) 131 80 61

Grand Total per Month $1,995 $1,672 $1,276

Average Daily Cost (incl. Diesel, Consumables and Lubricants) 66 55 42

Average Daily Cost (excl. Diesel, Consumables and Lubricants) 50 40 27

IV. Performance Bond Questions & Responses

CONFIDENTIAL - SUBJECT TO CONFIDENTIALITY AGREEMENT

1. Can the company provide details on the performance bond mechanism?

Industry Standard Performance bond issue to guarantee service contracts in O&G

industry. The performance bond needs to specify the notification format in which the

beneficiary of the bond needs to notify the bonding company the obligation that was not

fulfilled. It is usually a letter that specifies the list of documents to make the claim: letter,

copy of the performance bond and the explanation of which obligation was not fulfilled

and the amount.

2. Which institution will be providing such bond?

Berklay, Sofimex and/or Aserta or any other bonding company authorized by the

Mexican Secretaría de Hacienda y Crédito Público. Based on the amounts, we expect to

have a combination.

3. What would be the exact mechanism to release the proceeds from the bond provider in

case the shareholder does not meet its commitment (this is critical as the shareholder’s

contribution will be in kind – e.g. who will determine if the service is provided? On time

and with the right quality, etc)

a. We suggest that the Independent Engineer review with the Rig Operator (Service

Provider) the services rendered every quarter based on a pre-agreed defined set

of criteria for performance.

b. As a result of the review a Certificate needs to be issued by the Independent

Engineer confirming that the services were rendered or not. In case the services

were not rendered it needs to clearly specify which services were not done.

c. If the services were not provided in accordance with service agreement, ODH

Leasing Co. are obligated to request the bonding company to pay ODH Leasing

Co. the amount equivalent for the services not rendered.

d. The funds paid to ODH Leasing Co. will be used by ODH Leasing Co. for those

services to be rendered either by the Rig Operator or by a Third Party. The bond

is only in support of services provided by the current Rig Operator. The use of

those proceeds is limited to use for completion of the services (i.e., cannot be

used for general purposes).

V. Company Proposal for Shareholder Contribution (Sep. 20, 2020)

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CONFIDENTIAL / SUBJECT TO CONFIDENTIALITY AGREEMENT

DRAFT – SUBJECT TO SUBSTANTIAL REVISION

Company Proposal for Shareholder Contribution

Source: Management

1. Daily warm/cold stacking costs include diesel, lubricants and other consumables. Onshore G&A expenses will continue to be required. Company willing to subsidize

Intercompany Claims Contribution

Total $20.8mm contribution through September 2020

Warm stacking expenses calculated at $66k/day1

Agree to remove contribution of expat expenses

Cash Contribution

Total $19.6mm contribution

$4.6mm October stacking costs

Centenario cold-stacked ($42k/day)1

Bicentenario and LM IV warm-stacked ($55k/day)1

Services and Other Contribution

Total $49.0mm contribution

$27.2mm of stacking costs

Centenario cold-stacking costs through Jan 2021 ($42k/day)1

Bicentenario warm-stacking costs through Dec 2021 ($55k/day)1

$8.9mm contribution to fund LM IV Capex (Mar 2021 – Jul 2022)

$29mm LM IV capex (Sept 2020 – Feb 2021) to be funded by the

noteholders

1

2

3

1

2

3

Total Shareholders Contribution

Intercompany claims $20.8

Cash contribution 19.6

Services and other contribution 49.0

Total $89.4

Shareholders Contribution Detail

Intercompany claims contribution

Starting balance (Mar 2020) $28.2

Warm stacking (3 rigs for 6 months) (36.0)

Expats --

Management fee (5.0)

Shell advance (5.0)

Capex LM IV and advisors fees (3.0)

Total ($20.8)

Cash contribution

Restructuring Fees $15.0

Stacking (October 2020) 4.6

Total $19.6

Services and other contribution

Stacking (from Nov 2020) $27.2

Corporate fees 2.5

Working Capital LM IV (no equity) 10.3

LM IV CAPEX 8.9

Total $49.0

VI. Final Term Sheet (Oct. 5, 2020)

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Indicative Restructuring Term Sheet

THIS TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH AN OFFER, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND/OR OTHER APPLICABLE LAWS. THIS TERM SHEET DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH HEREIN, AND REMAINS SUBJECT TO SUBSTANTIAL DILIGENCE BY THE AD HOC GROUP OF HOLDERS OF THE ODH EXISTING SENIOR SECURED NOTES DUE 2020 (THE “AD HOC GROUP”), NEGOTIATION OF DEFINITIVE DOCUMENTATION AND THE CLOSING OF ANY TRANSACTION WILL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS. NO BINDING OBLIGATIONS WILL BE CREATED BY THIS TERM SHEET UNLESS AND UNTIL BINDING DEFINITIVE DOCUMENTS ARE EXECUTED AND DELIVERED BY ALL APPLICABLE PARTIES. THIS TERM SHEET IS PRESENTED FOR DISCUSSION AND SETTLEMENT PURPOSES AND IS ENTITLED TO PROTECTION FROM ANY USE OR DISCLOSURE TO ANY PERSON PURSUANT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER RULE OF SIMILAR IMPORT.

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Terms Description Structural and Operational Terms Exchange Offers1 • An existing wholly-owned subsidiary that will be designated as an

Unrestricted Subsidiary to be named Grupo R Offshore (“GRO”)2 will conduct two concurrent exchange offers (the “Exchange Offers”) for the Senior Secured Notes due 2020 (together, the “Existing Notes”) of Offshore Drilling Holding, S.A. (“ODH”)

• If the Exchange Offers are successful, all of the assets of ODH will be transferred to GRO (directly or through a collateral trust created by GRO, as it may be acceptable to holders of the Existing Notes)

• In exchange offer #1 (the “New Money Exchange Offer”), holders of Existing Notes will be permitted to exchange US$60 million of Existing Notes for US$60 million of new 1st lien notes issued by GRO (the “New 1st Lien Notes”), so long as participating holders commit to subscribe for their pro rata share of US$20 million of New 1st Lien Notes (the “Debt Financing”)

• In exchange offer #2, holders of Existing Notes will be permitted to exchange US$[887.7]3 million of Existing Notes for US$368.6 million in new 2nd lien notes issued by GRO (the “New 2nd Lien Notes” and together with the New 1st Lien Notes, the “New Secured Notes”)

• The Exchange Offers will be conditioned upon participation of a minimum of [90]% of holders of Existing Notes

Debt Financing; Roll-Up; Back Stop Fee:

• Pursuant to the terms of the Exchange Offers, all holders of the Existing Notes (or related funds identified by such holders pursuant to procedures to be agreed upon) will have the right to participate in the Debt Financing

• The Debt Financing will be funded concurrently with the closing of the Exchange Offers (the “Closing”) and will be funded into an escrow account maintained for the benefit of the holders of the New 1st Lien Notes, with specific conditions for release of the funds to be established in the indenture and related escrow agreement4

• Investors participating in the Debt Financing will receive New 1st Lien Notes from the New Money Exchange Offer using a 3:1 roll-up ratio for their new money contribution

• The Debt Financing will be backstopped by members of the Ad Hoc Group prior to launch of the Exchange Offers. Members of the group will receive the dollar equivalent of 7.0% of their commitment in New

1 Note to draft: Clifford Chance and Milbank to discuss mechanism for implementation of the transaction. 2 An existing subsidiary of ODH that is designated as an Unrestricted Subsidiary under the Indenture could be used instead of a newly formed wholly owned subsidiary 3 US$947.7 million total initial claim (Existing Notes) minus US$60 million exchanged in New Money Exchange Offer 4 Note to draft: None of the proceeds of the New Debt Financing will be provided prior to Closing. Therefore, the Equity Funding Parties will be responsible for any funding necessary for the Shell Contract prior to Closing; provided, that, at the Closing the US$20 million New Debt Financing shall be applied (i) first, to fund the Company's obligation for closing fees and expenses; (ii) second, if the funding necessary for the Shell Contract and paid by the Equity Funding Parties prior to Closing exceeds US$25 million, to reimburse the Equity Funding Parties for such amounts; and (iii) third, amounts remaining, if any, into an escrow account to secure the New Secured Notes.

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1st Lien Notes on the date of Closing Rig Operations of GRO

• La Muralla IV (“LMIV”) to move forward with the contract with Shell Exploración and Extracción de México (the “Shell Contract”) starting 4Q2020

• Bicentenario to be maintained and preserved5 until a new contract is secured or sold by January 31, 2022, unless otherwise agreed by holders of a majority in aggregate principal amount of the New 1st Lien Notes (the “Required 1st Lien Noteholders”); provided, no sale shall occur on or before October 1, 2021 without the mutual written consent of the Company and Required 1st Lien Noteholders

• Centenario subject to sale no later than June 30, 2021 unless otherwise agreed by the Required 1st Lien Noteholders and maintained and preserved consistent with the stacking rate (US$36,000 per day) pending such sale

Funding Needs of GRO

• This Term Sheet assumes a funding requirement of US$100 million (which is net of intercompany receivable balances, previously applied), from October 1, 2020 through June 30, 2022 (using the ODH management projections for LMIV operating income)

Intercompany Balances

• ODH and its subsidiaries (collectively, the “Company”) and the affiliated Grupo R entities and the Rig Operators (the affiliated Grupo R entities (excluding the Company) and the Rig Operators, collectively, “Equity Funding Parties”) agree that, as of the Closing, there are no amounts owing between the Company and Equity Funding Parties as part of any intercompany receivable balances.

Funding Sources for GRO

• Sources of funding will include: (i) the Debt Financing; (ii) a contribution to fund the maintenance of rigs, management fees, transactions fees, required working capital, required capital expenditures and other general purposes as required by GRO (the “Equity Contribution”) comprised of (a) contributions at Closing by the Equity Funding Parties of US$25 million in cash6 and (b) commitments by the Equity Funding Parties of US$55 million for subsequent In-Kind Contributions (as defined below) valued at US$55 million as described below (the “US$55 million Contribution”), which services to be provided as In-Kind Contributions shall be secured by performance bonds in favor of the Company, in form and substance acceptable to the Ad Hoc Group in its reasonable discretion and issued by a financial institution acceptable to the Ad Hoc Group in its sole discretion (which may include Aserta and/or any other bonding company authorized by the Mexican Secretaría de Hacienda y Crédito Público acceptable to the Ad Hoc Group) (the “Performance Bonds”), with respect to the service contract reasonably acceptable to the Ad Hoc Group; 7

• “In-Kind Contributions” shall mean services in connection with the 5 Maintenance and preservation will be consistent with proposed stacking rate 6 As none of the New Debt Financing will be provided prior to Closing, the US$25 million cash contribution will be funded in advance of Closing for necessary capital expenditures for LMIV associated with the Shell contract. 7 Note to Draft: It is anticipated that the Performance Bonds will be provided by a combination of bonding companies.

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maintenance, preservation and operation of the rigs, as applicable, which services shall be valued at the following rates and for the applicable time periods:

• Centenario maintenance at a rate of US$36,000 per day from October 1, 2020 until June 2021 (US$9.7 million total)

• Bicentenario maintenance at a rate of US$36,000 per day from October 1, 2020 until January 2022 (US$17.3 million total)

• LMIV maintenance at a rate of US$36,000 per day from October 1, 2020 until October 31, 2020 (US$1.1 million total)

• LMIV Working Capital for up to US$10.3 million during the period from November 1, 2020 to December 31, 2020

• LMIV management fee for FY2021 of US$2.5 million in December 2021

• LMIV capital expenditures for US$8.9 million through June 2022

• LMIV Shell operating expenses for US$5.2 million starting January 2020

In-Kind Contributions will be invoiced from Rig Operator to Leasing Company and then, every quarter, the debt will be assumed by the Equity Funding Parties and documented as equity in ODH or in the final structure that results from the restructuring. For the avoidance of doubt, to the extent any other capital expenditures in respect of LMIV, Centenario and/or Bicentenario arise prior to June 2022, [the Company][GRO] with the consent of the Independent Representative (as defined below), such consent to be subject to Industry Standards, Applicable Rules and Regulations, as well as Class and Flag state requirements, may reallocate and apply a portion of the In-Kind Contribution to the payment by [the Company][GRO] of such capital expenditures, and such amount shall be credited against and the In-Kind Contribution shall be reduced dollar for dollar by such capital expenditures.

• The satisfaction of the In-Kind Contributions shall be subject to the approval of the Independent Representative on a monthly basis based upon an agreed set of objective criteria for the services and, to the extent objective criteria are not provided for such services or otherwise, in the Independent Representative’s sole discretion subject to Industry Standards, Applicable Rules and Regulations, as well as Class and Flag state requirements

• To the extent that any costs and/or expenses in connection with any unforeseen circumstances arise (such costs and/or expenses, the “Unforeseen Expenses”), (i) [the Company][GRO] and the Rig Operator shall develop and effectuate a plan in consultation with and subject to the approval of the Independent Representative,8 and (ii)

8 In the event of an emergency it may not be feasible to consult with the Independent Representative in advance. In this circumstance, approval of the Independent Representative may be sought after the fact.

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[the Company][GRO] shall reallocate and apply a portion of the value of the outstanding In-Kind Contributions in amounts determined in consultation with the Independent Representative among the different forms of outstanding In-Kind Contributions enumerated in the definition thereof, dollar for dollar, to such Unforeseen Expenses; provided, however, such application of the value of the outstanding of In-Kind Contributions shall not exceed US$10 million in the aggregate. The value of any outstanding In-Kind Contributions reallocated to such Unforeseen Expenses in accordance herewith shall be credited against and reduce the remaining value of the outstanding portion of the US$55 million Contribution (and also reduce dollar for dollar the amount covered by the Performance Bonds).

• If the cumulative value of the In-Kind Contributions, as determined by the Independent Representative as set forth above, does not amount to US$55.0 million by June 30, 2022, the Equity Funding Parties shall contribute into [the Company][GRO] the value of the remaining balance of In-Kind Contributions through additional services to be provided to LMIV or Bicentenario beginning on July 1, 2022, which services shall be documented as an equity contribution in [the Company][GRO] in the same manner as the In Kind Contribution (the “Remaining Equity Contribution”).

• The Performance Bonds shall be based on an objective set of criteria and exercisable in the sole discretion of the Independent Representative (subject to Industry Standards, Applicable Rules and Regulations, as well as Class and Flag state requirements) if the Rig Operator fails to provide the delineated services; provided, that, the Independent Representative shall review the In-Kind Contributions on a monthly basis; provided, further, to the extent that the Rig Operator fails to provide the delineated services for such month the Performance Bond shall be drawn and any such draw shall be credited against the In-Kind Contributions, which shall be reduced, dollar for dollar, by any such draw on the Performance Bonds.

• Amounts that would be paid to the Rig Operator under any time charter entered into between the Rig Operator and the chartering party (a “Time Charter”) equal to certain amounts (approximately US$8.9 million on an aggregate basis) provided thereunder (the “Reserve Payments”) as set forth on the payment schedule attached hereto as Schedule I (the “Reserve Payment Schedule”) shall instead be paid into an escrow account (the “Reserve Escrow Account”) in accordance with the Reserve Payment Schedule and pursuant to the Funds Waterfall. The service obligations described above as “LMIV capital expenditures for US $8.9 million through June 2022” shall be paid from the Reserve Escrow Account.

Performance Bond

• The Performance Bonds shall be reduced quarterly by the In-Kind Contributions as set forth above.

• The obligation of Equity Funding Parties to maintain Performance Bonds (as reduced as set forth above) shall not be released until the completion of the services for the relevant period, as determined in

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good faith by the Independent Representative based upon an agreed set of criteria and subject to Industry Standards, Applicable Rules and Regulations, as well as Class and Flag state requirements

Terms of the Exchange Offer and New Secured Notes New 1st Lien Notes • The New 1st Lien Notes will be issued by GRO in an initial amount of

US$81.4 million • 10.0% coupon, payable in cash on a quarterly basis • Maturity of 4 years; with cash sweep feature

New 2nd Lien Notes

• New 2nd Lien Notes will be issued by GRO in an amount of up to US$368.6 million

• 12.0% coupon which shall be paid-in-kind or cash at the option of GRO on a quarterly basis; provided that after maturity or repayment of the New 1st Lien Notes and upon generation of a cumulative LTM cash EBITDA from LMIV, Bicentenario and Centenario of at least US$20.0 million but in any case no later than June 2024, the coupon on the New 2nd Lien Notes will automatically toggle to 6.0% cash / 6.0% PIK

• Maturity of 5 years; with cash sweep feature • Springing maturity or Event of Default if LTM cash EBITDA from

LMIV, Bicentenario, and Centenario is below US$20.0 million through June 2024

• New 2nd Lien Notes and related intercreditor agreement will prohibit any replacement of the New 1st Lien Notes without the approval of holders of a majority in aggregate principal amount of the New 2nd Lien Notes (the “Required 2nd Lien Noteholders”)

New Secured Notes Security and Guarantees

• First / Second lien on LMIV, Bicentenario, and Centenario • Floating charge over all other assets of GRO • Escrow Account, if any, and Reserve Escrow Account will secure the

New Secured Notes • Springing lien on Cantarel I and Cantarel II rigs after satisfaction of

Cantarel I and Cantarel II debt and Caspian loan • New Notes will prohibit any additional 1st Lien indebtedness or any

2nd Lien indebtedness; provided, however, a basket will be included for new money if Bicentenario obtains a contract in order to cover capital expenditures needed to comply with such contract, which contract shall be approved by the Independent Representative in its sole discretion (which approval shall be subject to industry and commercial standards and shall not be unreasonably withheld), up to US$20.0 million9, with such amounts to be matched dollar for dollar by In-Kind Contributions (which shall be backed by a performance bond in form and substance substantially similar to the Performance Bond) and/or equity contributions by the Equity Funding Parties; provided, further, that if such new money is provided in the form of additional 1st Lien indebtedness, (i) the coupon shall be no more than

9 For the avoidance of doubt, if required capital expenditures exceed US$20.0 million, all amounts in excess thereof shall be provided by equity contributions in cash

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10.0%, (ii) holders of the New 1st Lien Notes shall have a right to match the terms of any bona fide proposal for such 1st Lien indebtedness, (iii) if holders of the New 1st Lien Notes do not exercise the foregoing match right, holders of the New 2nd Lien Notes shall have a right to match the terms of any bona fide proposal for such 1st Lien indebtedness and (iv) such additional 1st Lien indebtedness shall in no event be senior in any respect to the New 1st Lien Notes

New 2nd Lien Notes Shareholder Call Option

• The Equity Funding Parties shall have the option to redeem the outstanding balance of New 2nd Lien Notes at 80% of their nominal (face) value at any time prior to December 2024 and at 100% thereafter

Asset Sales • Net proceeds resulting from asset sales (including the contemplated sale of Centenario), which asset sales shall be a joint effort between Clarksons Platou10 and [the Company][GRO], to be transferred to a newly established payment trustee (the “Administrative Trustee”) and used: (i) first, to fund and maintain a reserve for an amount equal to the next coupon payment of the New Secured Notes; (ii) second, to offer on a pro rata basis to purchase the New 1st Lien Notes at a price of 100% plus accrued interest; and (iii) third, to offer on a pro rata basis to purchase the New 2nd Lien Notes at a price of 100% plus accrued interest

Funds Waterfall • Payments received for services under the Shell Contract and all future contracts related to the rig operations (including termination payments) will be directed to the Administrative Trustee, who will in turn transfer amounts to: (i) first, to pay any Unforeseen Expenses, if any, such payments in no event to exceed US$10 million in the aggregate; (ii) second, to the Reserve Escrow Account in accordance with the Reserve Payment Schedule until US$8.9 million are contributed to the Reserve Escrow Account as set forth above; (iii) third, to fulfill operating expense and maintenance payments to the Rig Operator; (iv) fourth, to fulfill amounts due to GRO under Time Charter agreements with Rig Operators (net of interest payments when applicable); and (v) fifth, to fund and maintain a reserve for an amount equal to the next coupon payment of the New Secured Notes

Contract Rights • If the Shell Contract or any future contracts related to the rig operations are cancelled, GRO and the applicable Rig Operator will have the right to terminate Time Charter agreements without incurring in any damages

• Subject to the right to reduce the monthly operating expenses budget under the Time Charter in respect of service obligations described above, the Rig Operator will have the right to terminate the Time Charter without incurring any damages if operating expenses and maintenance payments to the Rig Operator are not paid.

Corporate overhead and

• Monthly corporate overhead of $[ ] per rig [TBD based on further due diligence]

10 Subject to discussion of the following considerations: (i) the monthly fees charged and Clarksons independence; and (ii) time limits and pricing for any such sale.

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management fee • Management fee going forward at of US$2.5 million per rig per year when the rig is under contract

Corporate governance and supervision

• Corporate governance TBD, but including appointment of one board member appointed by the Required 1st Lien Noteholders, as long as any New 1st Lien Notes are outstanding, and by the Required 2nd Lien Noteholders if there are no New 1st Lien Notes outstanding, as long as any New 2nd Lien Notes are outstanding

• New Secured Notes indentures will require the appointment by the Required 1st Lien Noteholders of an independent representative to act on behalf of the bondholders (the “Independent Representative”)

• The Independent Representative (and any representatives or observers retained by the Independent Representative) shall be a neutral third party with prior technical experience and engineering background that has knowledge of the industry, is not a competitor of nor has a conflict of interest with the Company or the Rig Operators, and is selected by the Ad Hoc Group and accepted by [the Company][GRO] (such acceptance not to be unreasonably withheld).11

• The Independent Representative will have authority to oversee the rigs and operations of the companies, including through employment or retention of observers on each rig that is not then contracted, to approve all extraordinary expenses and to approve all affiliate transactions on terms to be set forth in the terms of the New Secured Notes, such approval to be subject to Industry Standards, Applicable Rules and Regulations, as well as Class and Flag state requirements.12

• The cost of the Independent Representative shall be paid fully by GRO

• US$[500,000] monthly cap on payments to Grupo R and affiliates (exclusive of payments covered in the operating expenses budget under the Time Charter or the maintenance budget under the relevant Maintenance Agreement) for additional maintenance and operating expenses, in accordance with budget to be agreed. Incremental expenses and any single items in excess of US$500,000 subject to approval by Independent Representative, which approval shall not be unreasonably withheld

• The Independent Representative shall have approval rights over all new material contracts entered by GRO, ODH and its subsidiaries, such approval to be subject to Industry Standards, Applicable Rules and Regulations, as well as Class and Flag state requirements

• Limitation on dividends by GRO, ODH or any of their respective subsidiaries to Grupo R or any affiliate thereof

• Appointment of external auditor who will have unrestricted access to management and shall produce a quarterly report (subject to NDA restrictions) to the Independent Representative and the bondholders

11 To be discussed whether list may also include Lloyd´s Register subject to confirmation with respect to their experience with drilling rigs. 12 For the avoidance of doubt, the Independent Representative shall have no authority with respect to the Rig Operators, their operations or the drilling contracts which are with the non-ODH Rig Operators.

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on [Company][GRO] management, operations and financial performance

• Quarterly report and call with bondholders to provide business and financial update within 45 days after quarter end. The call will include a Q&A session (subject to MNPI protocols)

• Quarterly report to provide a detailed update regarding the status of the Equity Contribution during such quarter

• Annual Audited Financial Statements shall be delivered within 120 days from the end of the calendar year

• Failure by the Equity Funding Parties to pay and/or contribute (i) the Remaining Equity Contribution and/or (ii) any Unforeseen Expenses and/or Reserve Payments in accordance with the Funds Waterfall as set forth above shall result in an immediate Event of Default

• Upon appointment as a director, each director shall provide the Security Trustee and the Independent Representative with irrevocable resignations that can be used in the event of any exercise of remedies by the bondholders

Conditions precedent for closing

• Definitive documentation for the New Secured Notes (including the form of the security on the rights and other assets as may be structured as a collateral trust or other security instrument) shall be in form and substance satisfactory to the Ad Hoc Group, ODH and Grupo R

• ODH to promptly provide all other information with respect to Group Companies as defined on Exhibit A reasonably requested by the Ad Hoc Group and within ODH’s and/or any Equity Funding Party’s possession and, to the extent available, the Rig Operator’s possession

• Delivery of 2019 ODH consolidated audited financials • Satisfactory delivery of open legal and financial due diligence items,

including but not limited to the items set forth on Exhibit A hereto • Delivery of the Performance Bonds satisfactory in form and substance

to the holders of the New 1st Lien Notes • Payment of all outstanding fees and expenses of the Ad Hoc Group’s

advisors

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[Schedule I]

Reserve Payment Schedule

# Estimated Date13 Amount (US$)

1. February 2021 2,831,523

2. March 2021 600,000

3. April 2021 600,000

4. May 2021 600,000

5. June 2021 600,000

6. July 2021 600,000

7. August 2021 600,000

8. September 2021 600,000

9. October 2021 600,000

10. November 2021 600,000

11. December 2021 600,000

12. January 2022 80,892

13 Dates based upon currently estimated commencement of the Shell Contract.

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[Exhibit A]

Due Diligence Requests

No. Information Request

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No. Information Request

1. Confirmation of the full company name, place of incorporation and registered office of ODH and each of its subsidiaries (“each a “Group Company”).

2. Copies of: (a) the articles of association / constitutional documents of each Group Company; and (b) the register of directors and the register of members / shareholders of each Group

Company, and confirmation of where the originals of these registers are located.

3. Details of, and copies of all documents relating to, contracts, permits, licenses or other arrangements that would be triggered/terminated/jeopardized if the noteholders were to acquire ODH’s equity, the equity of the vessel owning entities, or the vessels themselves

4. All documentation for the unrestricted subsidiaries, the jack up rigs, their leases etc and the related financings. (including any authorizations, invoices and documents related with the temporal or definitive import of the rigs and any equipment and the last authorization to sail out of port for each rig).14

5. Contractual relationship / bareboat agreements between Grupo R and ODH, including the new contract to operate La Muralla IV15

6. Detailed breakdown of overhead expenses per rig per year of ~US$300,000

7. Copies of any licences, consents, concessions, registrations, approvals, permits, exemptions or authorities (public and private) required or obtained by the Company in connection with the operation of its business (“Consents”) and:

(a) confirmation that each Consent is valid and subsisting; (b) details of any matter or circumstance which constitutes or may constitute a

contravention or breach by the Company (or any of its officers, agents or employees) of, or the subject of an enquiry, investigation or other proceedings under, the provisions of any Consent, statute, order or regulation made in any relevant jurisdiction, and copies of all related documents; and

(c) details of, and copies of all documents relating to, any investigation, enquiry, prosecution or other enforcement proceedings or process by any governmental, administrative, regulatory or other body or organisation in relation to, or affecting, the Company, and details of any facts or circumstances that may give rise to any such matters.

8. Details of any indemnities, warranties, guarantees, bonds or other arrangement given by any Group Company to any third party for the operation of its business, including relating to the operation of the vessels and any decommissioning arrangements.

9. Details of any actual or potential environmental liabilities associated with the vessels or the operation of business of any Group Company.

10. Details of any material assets, resources or systems (including computer hardware, databases, software, artificial intelligence technology, website and networks) used but not owned by any Group Company in its business.

11. Details of, and copies of all documents relating to, any on-going or threatened grievance,

14 Company to provide the charter agreements for CI and CII. 15 Upon confirmation that the Shell contract will go forward and commencement of the contract, the new contract to operate the LMIV will be provided.

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No. Information Request complaint, dispute, investigation, claim or legal proceedings brought or threatened against any Group Company:

(a) by any contractual counterparty of any Group Company;(b) by any person currently or previously employed or engaged by the Company or by

any trade unions, staff association, staff council, works council or other employeerepresentative body;

(c) relating to non-compliance with applicable data protection law, loss or unauthoriseddisclosure or personal data (including sensitive personal data), or rectification orerasure of personal data (including sensitive personal data); and

(d) relating to environmental matters, including any matters relating to decommissioningliabilities;

(e) relating to health and safety matters;(f) by any governmental, quasi-governmental or regulatory entity or body; or(g) by the Equality and Human Rights Commission or any other similar authority.

12. Copies of: (a) the (anonymised) service agreements or other arrangements for each Group

Company’s key management employees and directors, together with any otherdocuments relating to the terms of their employment and any other agreements orarrangements between them and any Group Company; and

(b) all agreements and details of any understanding or arrangement with any trade union,staff association, staff council, works council or other employee representative bodyrelating to anyone employed or engaged by any Group Company or in its business.

13. Details of, and copies of documents relating to, each Group Company’s insurance arrangements,16 including

(a) details of the nature and amount of cover, name and address of the insurer, annualpremiums (including evidence of the last premium paid) and renewal date;

(b) copies of any reports, correspondence or other documents concerning the adequacy ofany Group Company’s insurance cover; and

(c) all claims (which claims shall include the date of the claim, the amount of the claimand the type of loss) made by any Group Company under a policy of insurance thathave been brought within the last 2 years, and details of any circumstances likely togive rise to such a claim

14. Temporary import permits for the rigs (and any other documents related to the temporary or definitive import of the rigs and onboard equipment, including any import petitions for equipment incorporated onboard the rigs). Additionally, please provide the latest authorizations for arrival at port and exit from port for each vessel Managing Agreement or any other similar contract or arrangement (of a similar nature to those between Grupo R and ODH for Centenario and Bicentenario) in regard to the bond to be provided to the Mexican Navy Ministry (including those provided for the mooring of the vessels)

15. Crew matrix and organizational chart for each of the rigs

16 As discussed, copies of all insurance documents were previously uploaded to the data room.