EX-10.5


 Exhibit 10.5 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

(TIME-BASED) 
 Offshore
Group Investment Limited 
 2016 Management Incentive Plan 

This Award Agreement (this “Agreement”) is made as of the [●] day of [●] (the “Grant Date”)
between Offshore Group Investment Limited (the “Company”), and [●] (“Participant”), and is made pursuant to the terms of the Offshore Group Investment Limited 2016 Management Incentive Plan (the
“Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan. 

Section 1. Grant of Restricted Stock Units. The Company hereby grants to Participant, on the terms and conditions
hereinafter set forth, a Restricted Stock Unit Award consisting of [●] restricted stock units (“Restricted Stock Units”). Subject to the terms and conditions set forth in this Agreement and the Plan, each Restricted Stock Unit
represents the right to receive one unit of Stapled Securities. 
 Section 2. Vesting of the Restricted Stock
Units. 
  

	 	a)	Generally. Except as otherwise provided herein (including Section 3), 1/4 of the Restricted Stock Units will vest on each of the first four anniversaries of the Effective Date, in each case subject to
Participant’s continuous Service with the Company on the applicable vesting date. 

  

	 	b)	Qualified Liquidity Event. Upon the first occurrence of a Qualified Liquidity Event following the Grant Date, the Restricted Stock Units will become eligible to vest at a time that is earlier than the time
provided for in Section 2(a). Such vesting will be based on the multiple of Total Enterprise Value achieved by the Company as of the date of such Qualified Liquidity Event, as determined by the Board. 


(i) In the event of a Qualified Liquidity Event on or before the second anniversary of the Effective Date where Total
Enterprise Value is less than 2X $1,205 million, 50% of the Restricted Stock Units shall fully vest; 
 (ii) In the event of
a Qualified Liquidity Event after the second anniversary of the Effective Date where Total Enterprise Value is less than 2X $1,205 million, the Restricted Stock Units shall vest in accordance with the schedule set forth in Section 2(a); and

 (iii) In the event of a Qualified Liquidity Event at any time following the Effective Date where Total Enterprise Value is
equal to or greater than 2X $1,205 million, 100% of the Restricted Stock Units shall fully vest. 






 Any portion of the Restricted Stock Units which have not vested at the time of the first
occurrence of a Qualified Liquidity Event following the Grant Date will automatically be forfeited and cancelled and Participant shall not be entitled to any compensation or other amount with respect thereto. 

For purposes of this Agreement, “Total Enterprise Value” shall be reasonably determined as of the first Qualified Liquidity
Event by the Board in good faith as (i) the Fair Market Value of a share of Common Stock multiplied by the number of shares of Common Stock then outstanding, plus (ii) an amount equal to the then principal amount of all of the
Company’s then outstanding interest-bearing debt minus the then total balance sheet cash, plus (iii) the fair market value of all preferred stock then outstanding, plus (iv) the amount of cash then held by the Company in excess of the
Company’s total balance sheet cash at the date of emergence from Chapter 11 (which amount of cash, for the avoidance of doubt, was estimated at $242 million in the Disclosure Statement dated December 2, 2015); provided that the following
shall both be deducted from the calculation of Total Enterprise Value: (A) any net cash proceeds from the Petrobras litigation matter and (B) any Petrobras Non-Cash Portion; provided that, for such purposes, PIK Notes shall be deemed to
have been converted into Common Stock in accordance with the terms of the PIK Notes Indenture as of the Qualified Liquidity Event (whether or not then convertible pursuant to the terms thereof), and the number of shares of outstanding Common Stock
for purposes of clause (i) shall be appropriately increased and the principal amount of the Company’s outstanding interest-bearing debt for purposes of clause (ii) shall be appropriately decreased. 

Within two days following the Vesting Eligibility Date, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer, Chief Administrative Officer and General Counsel may request that the Company provide written calculations and backup data setting forth how the Total Enterprise Value and, if applicable, the Fair Market Value of Common Stock, was
determined. Within ten days of receiving the Company’s written calculations (the “TEV Objection Deadline”), an objecting executive may provide the Committee with a written objection to such calculations (any such executive, a
“TEV Objecting Executive”). If there is more than one TEV Objecting Executive, all TEV Objecting Executives shall, within three days following the TEV Objection Deadline, agree on one TEV Objecting Executive to make all decisions
with respect to the appraisal process described in this paragraph (such executive, the “TEV Appraising Executive”). If the TEV Objecting Executives cannot agree on the TEV Appraising Executive within those three days, then the TEV
Appraising Executive shall be the TEV Objecting Executive who has been providing Service to the Company for the longest period of time as of the date such determination is made. The Committee and the TEV Appraising Executive shall, for a period of
ten days from the TEV Objection Deadline, negotiate in good faith to determine the appropriate calculations (the “TEV Negotiation Period”). If by the end of the TEV Negotiation Period the Committee and the TEV Appraising Executive
are unable to agree, the TEV Appraising Executive and the Committee shall jointly engage a nationally recognized independent appraiser mutually acceptable to both the TEV Appraising Executive and the Committee (or, if the Committee and the TEV
Appraising Executive cannot agree on such appraiser within five days following the TEV Negotiation Period, then the TEV Appraising Executive and the Committee will each select an appraiser within ten days following the end of the TEV Negotiation
Period, which two appraisers will, within 15 days following the end of the 

  
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TEV Negotiation Period, select a third appraiser) (such retained or selected appraiser, the “TEV Joint Appraiser”)) to resolve such dispute. The TEV Joint Appraiser shall, within
30 days following its appointment, deliver its determination of the applicable valuation and the determinations made by the TEV Joint Appraiser shall be final and binding upon all parties and shall apply to all Participants under the Plan. The
Company shall bear all costs associated with the appraisal process described in this paragraph. For the avoidance of doubt, the appraisal right described in this paragraph shall not apply to the Board’s determination of any Petrobras Proceeds.
Subject to compliance with Section 409A of the Code, any payment or action otherwise due or required in connection with the Restricted Stock Units shall be delayed, and shall not be due or required, until at least five days following the final
determination of any dispute pursuant to this paragraph. 
 Section 3. Termination of Service. Upon the occurrence
of a termination of Participant’s Service, the Restricted Stock Units shall be treated as set forth below. 
  

	 	a)	Certain Terminations of Service. Upon the occurrence of a termination of Participant’s Service (i) by the Company without Cause, (ii) if Participant is a party to an employment agreement or offer
letter with the Company that includes the concept, by Participant for “good reason,” “constructive termination,” or like term (as such term is defined in, and determined pursuant to, Participant’s employment agreement or
offer letter with the Company), (iii) if Participant is a party to an employment agreement or offer letter with the Company that includes the concept, as a result of Participant’s “disability” (as such term is defined in, and
determined pursuant to, Participant’s employment agreement or offer letter with the Company), or (iv) as a result of Participant’s death, all unvested and outstanding Restricted Stock Units shall immediately vest on the date of
Participant’s termination of Service, subject to settlement pursuant to Section 4. 

  

	 	b)	Other Terminations of Service. Upon the occurrence of a termination of Participant’s Service for any reason other than as provided in Section 3(a), all unvested Restricted Stock Units shall be forfeited
and cancelled and Participant shall not be entitled to any compensation or other amount with respect thereto. 


Section 4. Settlement. Subject to Participant’s execution of a joinder to the Shareholders Agreement, dated
February 10, 2016 by and between the Company and the Shareholders (as defined therein), as amended and/or restated from time to time (or any successor agreement thereto), all applicable Restricted Stock Units shall be settled upon the first to
occur of (i) a Qualified Liquidity Event or (ii) the seventh anniversary of the Effective Date; provided that, in the event the first occurrence of a Qualified Liquidity Event is not also a “change in control event” as
defined under Treasury Regulation Section 1.409A-3(i)(5) (a “409A Change in Control Event”), the applicable Restricted Stock Units shall not be settled until the first to occur of (i) a 409A Change in Control Event or
(ii) the seventh anniversary of the Effective Date, so long as such settlement would not result in any additional tax under Section 409A of the Code. No fractional shares of Common Stock or fractional units of a Stapled Security shall be
issued, and the value of any such fractional share or fractional unit, as applicable, shall be paid to Participant in cash at Fair Market Value. 

  
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 Section 5. Repurchase. The Company shall have the right, within six
months following the termination of Participant’s Service, to purchase from Participant, and Participant shall sell to the Company, all or any portion of the units of Stapled Securities delivered in settlement of the Restricted Stock Units (and
any Common Stock or other securities issued in respect, or pursuant to the terms, thereof), at a price equal to the Fair Market Value thereof, measured as of the date of Participant’s termination of Service, (the “Repurchase Price”).
The Repurchase Price shall be paid to Participant at the closing of the repurchase in a lump sum. The Company shall pay the Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery
of the certificates or other instruments, if any, representing the units of Stapled Securities, shares of Common Stock or other securities so purchased, duly endorsed. Notwithstanding the foregoing, in the event that the Board determines in good
faith that the Company’s payment of all or any portion of the Repurchase Price would violate applicable law or any instrument relating to the Company’s indebtedness, then any applicable Repurchase Price payments otherwise due during such
period of prohibition or restriction will be paid by the Company as soon as reasonably practicable following the date that no such prohibitions or restrictions apply. 

[Within three days of being notified by the Company of the Repurchase Price, Participant may request that the Company provide Participant with written
calculations and backup data setting forth how the Fair Market Value was determined for the purposes of calculating the Repurchase Price. Within ten days of receiving the Company’s written calculations, Participant may provide the Committee
with a written objection to such calculations. The Committee and Participant shall, for a period of ten days from the date of Participant’s written objection, negotiate in good faith to determine the appropriate calculations (the
“Negotiation Period”). If by the end of the Negotiation Period the Committee and Participant are unable to agree, Participant and the Committee shall jointly engage a nationally recognized independent appraiser mutually acceptable
to Participant and the Committee (or, if the Committee and Participant cannot agree on such appraiser within five days following the Negotiation Period, then Participant and the Committee will each select an appraiser within ten days following the
end of the Negotiation Period, which two appraisers will, within 15 days following the end of the Negotiation Period, select a third appraiser) (such retained or selected appraiser, the “Joint Appraiser”)) to resolve such dispute.
The Joint Appraiser shall, within 30 days following its appointment, deliver its determination of the applicable valuation and the determinations made by the Joint Appraiser shall be final and binding. The Company shall bear all costs associated
with the appraisal process described in this paragraph. Subject to compliance with Section 409A of the Code, any payment or action otherwise due or required in connection with the Restricted Stock Units shall be delayed, and shall not be due or
required, until at least five days following the final determination of any dispute pursuant to this paragraph.]1 

Upon and following the occurrence of an IPO, the Company’s right to repurchase units of Stapled Securities or shares of Common Stock delivered in
settlement of the Restricted Stock Units pursuant to this Section 5 shall be of no force or effect. 
 Section 6.
Restrictions on Transfer. No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by Participant, except by will 

 

	1 	 To be included only for the top five executives. 



  
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or by the laws of descent and distribution. In the event that Participant becomes legally incapacitated, Participant’s rights with respect to the Restricted Stock Units shall be exercisable
by Participant’s legal guardian or legal representative. The Restricted Stock Units shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the
Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon any Restricted Stock Units, shall be null and void and without effect. Notwithstanding the foregoing, Participant may, with
the prior written consent of the Committee, make transfers of Restricted Stock Units to immediate family members or to a trust, the sole beneficiaries of which are Participant or immediate family members, in each case solely for estate planning
purposes, in all instances subject to compliance with any applicable spousal consent requirements and all other applicable laws. 

Section 7. Investment Representation. Upon any acquisition of the Stapled Securities underlying the Restricted Stock
Units at a time when there is not in effect a registration statement under the Securities Act relating to the shares of Stapled Securities, Participant hereby represents and warrants, and by virtue of such acquisition shall be deemed to represent
and warrant, to the Company that such Stapled Securities shall be acquired for investment and not with a view to the distribution thereof, and not with any present intention of distributing the same, and Participant shall provide the Company with
such further representations and warranties as the Company may reasonably require in order to ensure compliance with applicable federal and state securities, blue sky and other laws. No Stapled Security underlying the Restricted Stock Units shall be
acquired unless and until the Company and/or Participant shall have complied with all applicable federal or state registration, listing and/or qualification requirements and all other requirements of law or of any regulatory agencies having
jurisdiction, unless the Committee reasonably determines that Participant may acquire such Stapled Security pursuant to an exemption from registration under the applicable securities laws. 

Section 8. Lock-Up Period. Notwithstanding anything contained in this Agreement to the contrary, Participant shall
not, without the consent of the Company, sell or otherwise transfer any units of Stapled Securities acquired upon settlement of the Restricted Stock Unit Award (or successor interests thereto received in connection with an IPO) for a period of time,
as required by the underwriters in connection with an IPO. The Company may impose stop-transfer instructions and may stamp each stock certificate with a legend as the Company may consider reasonably appropriate under the circumstances to effectuate
the foregoing restriction. 
 Section 9. Adjustments. The Restricted Stock Units granted hereunder shall be
subject to the provisions of Section 4.2 of the Plan; provided, however, for the avoidance of doubt, any dividends which are the subject of Dividend Equivalents shall not also be the cause of adjustments to the Restricted Stock
Units pursuant to Section 4.2 of the Plan. 
 Section 10. No Right of Continued Service. Nothing in the Plan
or this Agreement shall confer upon Participant any right to continued Service with the Company or any Affiliate. 

Section 11. Limitation of Rights; Dividend Equivalents. Participant shall not have any privileges of a stockholder
of the Company with respect to any Restricted Stock Units, including, without limitation, any right to vote any units of Stapled Securities (or shares of Common Stock or PIK Notes) underlying such Restricted Stock Units or to receive dividends or
other 

  
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distributions or payments of any kind in respect thereof or exercise any other right of a holder of any such securities, unless and until there is a date of settlement and issuance to Participant
of the underlying Stapled Securities. Notwithstanding the foregoing, to the extent permitted by any applicable indenture, the Restricted Stock Unit Award granted hereunder is hereby granted in tandem with corresponding dividend equivalents with
respect to each unit of Stapled Securities underlying the Restricted Stock Unit Award granted hereunder (each, a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the
settlement or forfeiture of the Restricted Stock Unit to which it corresponds. Participant shall be entitled to accrue payments equal to dividends declared, if any, on the Common Stock which forms part of the Stapled Securities underlying the
Restricted Stock Unit to which such Dividend Equivalent relates and distributions or payments in respect of the Stapled Securities underlying such Restricted Stock Unit arising from the redemption or conversion of all or a portion of the PIK Notes,
in each case subject to the vesting of the Restricted Stock Unit to which it relates, at the time the Stapled Securities underlying the Restricted Stock Unit are settled pursuant to Section 4; provided, however, if any dividends or
distributions are paid in shares of Common Stock, the shares of Common Stock shall be deposited with the Company, shall be deemed to be part of the Dividend Equivalent, and shall be subject to the same vesting requirements, restrictions on
transferability and forfeitability as the Restricted Stock Units to which they correspond. Dividend Equivalents shall not entitle Participant to any payments relating to dividends or other distributions declared after the earlier to occur of the
settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents. 
 Section 12.
Construction. The Restricted Stock Unit Award granted hereunder is granted pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. Participant hereby acknowledges that a copy of the Plan has been
delivered to Participant and accepts the Restricted Stock Unit Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision
contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Board, whose determinations shall be final, conclusive and binding upon
Participant. 
 Section 13. Notices. Any notice hereunder by Participant shall be given to the Company in writing and
such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company at the Company’s principal executive offices. Any notice hereunder by the Company shall be given to Participant in writing at the most recent
address as Participant may have on file with the Company. 
 Section 14. Governing Law. This Agreement shall be
construed and enforced in accordance with, the laws of the State of Texas, without giving effect to the choice of law principles thereof. 

Section 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument. 

  
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 Section 16. Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 

Section 17. Section 409A. This Agreement is intended to comply with Section 409A of the Code
(“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may
only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent
possible. The Restricted Stock Units granted hereunder shall be subject to the provisions of Section 13.3 of the Plan. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this
Agreement comply with Section 409A, and in no event shall the Company or any of its Subsidiaries or Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account
of non-compliance with Section 409A. 
 Section 18. Clawback. The Restricted Stock Unit Award will be subject
to recoupment in accordance with any existing clawback or recoupment policy, or clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the
Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The implementation of any clawback or recoupment policy that is generally applicable to
employees or executives of the Company or required by applicable law will not be deemed a triggering event for purposes of any definition of “good reason” for resignation or “constructive termination.” 

Section 19. Non-Competition and Non-Solicitation. For the period during Participant’s Service and for a period
of 12 months thereafter (the “Restricted Period”), in consideration of Participant’s receipt of Restricted Stock Units hereunder, Participant hereby agrees that: 

 

	 	a)	 Non-Competition. While providing Service, Participant will not compete with the Company by engaging in the conception, design, development,
production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company or any of its Subsidiaries provides, and will not work for, in any capacity, assist, or became affiliated with
as an owner, partner, etc., either directly or indirectly, any individual or business which offer or performs services, or offers or provides products substantially similar to the services and products provided by the Company or any of its
Subsidiaries. Following termination of Participant’s Service, during the Restricted Period, Participant will not, for any reason, within any market or country in which the Company or its Subsidiaries have operated assets or provided services,
or formulated a plan to operate its assets or provide services during the last 12 months of Participant’s Service, engage in or contribute Participant’s knowledge to any work which is competitive with or similar to a product, process,
apparatus, services, or development on which Participant 



  
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worked or with respect to which Participant had access to while providing Service. Notwithstanding the foregoing, nothing herein shall prohibit Participant from being a passive owner of not more
than two percent of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its Subsidiaries or Affiliates. In addition, nothing in this Section 19(a) shall be violated by
Participant commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its Subsidiaries or Affiliates so long as Participant and such subsidiary, division or unit does
not engage in (and does not assist, directly or indirectly, in engaging) a business in competition with the Company or any of its Subsidiaries or Affiliates. Participant shall be released from the restrictions and obligations set forth in this
Section 19(a) upon the occurrence of any event described in subsections (i) or (ii) of a Qualified Liquidity Event. 

  

	 	b)	Non-Solicitation of Customers. During the Restricted Period, Participant will not solicit any business similar in nature to the services provided by the Company or any of its Subsidiaries from any customer or
client or prospective customer or client with whom Participant dealt or solicited during the last twelve months of Participant’s Service (“Company Customers”). Notwithstanding the foregoing, the provisions of this
Section 19(b) shall not be violated by general advertising or solicitation not primarily or specifically targeted at Company Customers. 

  

	 	c)	Non-Solicitation of Employees. During the Restricted Period, Participant shall not, either directly or indirectly, on his own behalf or on behalf of others, solicit, attempt to hire, or hire any person employed
by Company or any of its Subsidiaries to work for Participant or for another entity, firm, corporation, or individual (“Company Employee”). Notwithstanding the foregoing, the provisions of this Section 19(c) shall not be
violated by (A) general advertising or solicitation not primarily or specifically targeted at Company Employees, or (B) Participant serving as a reference, upon request, for any Company Employees. 


 

	 	d)	Participant and the Company acknowledge that the covenants contained in this Section 19 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such
covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants
as so amended. Participant further acknowledges that the remedy at law available to the Company or its Subsidiaries for breach of any of Participant’s obligations under this Section 19 would be inadequate and that damages flowing from such
a breach may not readily be susceptible to being measured in monetary terms. Accordingly, in addition to any other rights or remedies that the Company or its Subsidiaries may have at law, in equity or under this Agreement, upon proof of
Participant’s violation of any such provision of this Agreement, the Company or its Subsidiaries will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the
necessity of proof of actual damage or the posting of any bond. 


  
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 Section 20. Confidential Information. Participant will not, except in
Participant’s proper performance of Service or as the Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to any third party any Confidential Information or proprietary
information of the Company or any of its Subsidiaries, or authorize anyone else to do these things at any time either during or subsequent to Participant’s Service. This Section 20 shall continue in full force and effect after termination
of Participant’s Service and after the termination of this Agreement. Participant shall continue to be obligated under this Section 20 not to use or to disclose Confidential Information of the Company so long as it shall not be publicly
available. Participant’s obligations under this Section 20 with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information
becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Participant conceives
or develops, as well as matters Participant learns from other employees of the Company. Confidential information is defined to include, without limitation, information: (1) disclosed to or known by Participant as a consequence of or through
his/her Service; (2) not generally known outside the Company; and (3) which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential
Information” includes, but is not limited to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer
software developed by the Company, investments made by the Company or any of its Subsidiaries, and any information provided to the Company or any of its Subsidiaries by a third party under restrictions against disclosure or use by the Company or
others. Nothing herein shall be construed to prevent disclosure of Confidential Information or proprietary information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an
authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order and, to the extent reasonably practicable and permitted by law or legal process, Participant first notifies
the Company to facilitate the Company seeking a protective order. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Participant from making reports of possible violations of federal law or regulation
to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, to the extent that such rules are
applicable to the Company, or of any other whistleblower protection provisions of state or federal law or regulation which are applicable to the Company, or (ii) require notification or prior approval by the employer of any reporting described
in clause (i). 
 Section 21. Non-Disparagement. Participant will not, while providing Service (other than in
Participant’s good faith performance of Participant’s Service), or during the longer of (i) the three year period following Participant’s termination of Service or (ii) the period while any Restricted Stock Units remain
outstanding and unsettled pursuant to Section 4, issue or circulate publicly any false or disparaging statements, remarks or rumors about the Company or any of its Affiliates, or any of their respective Subsidiaries, or any of their respective
officers, employees or directors. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation,
depositions in connection with such proceedings). 

  
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 Section 22. Certain Remedies. Participant hereby acknowledges that, in
the event of Participant’s breach of any of the provisions of Sections 19-21, the Company will be entitled to pursue any of the remedies and rights available to it, at law or otherwise, including but not limited to the right to require that
Participant forfeit any portion of the Restricted Stock Units or shares of Common Stock or units of Stapled Securities underlying such Restricted Stock Units that have vested (which forfeiture will not be deemed to limit any of the Company’s
other rights or remedies). 
 Section 23. Entire Agreement. Participant acknowledges and agrees that this
Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof, superseding any and all prior agreements whether verbal or otherwise, between the parties with respect to such subject
matter. Except as otherwise expressly set forth herein, the terms and conditions of the Restricted Stock Units will not be governed or affected by the terms of Participant’s employment agreement or offer letter, or any severance, change of
control or similar agreement or policy of the Company or any Affiliate to which Participant may be party or by which he or she may be covered. 

(SIGNATURES ON FOLLOWING PAGE) 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

  

			
	OFFSHORE GROUP INVESTMENT LIMITED
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	PARTICIPANT
	
	  

	Name:	 	
	Date:	 	



  
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