Purchase and Sale Agreement, dated as of August 25, 2021, by and among Noble Finance Company, Noble Drilling (TVL) Ltd., Noble SA Limited, Noble Rig Holding I Limited, Noble Rig Holding 2 Limited, Noble Drilling Arabia Co. Ltd. and ADES International Holding Limited

SALE AND PURCHASE

CONSIDERATION

The closing of the purchase and sale of not less than three of the Rigs (the “Closing”), which Rigs shall not be Delayed Rigs or Rigs that have become a Total Loss (as such terms are hereinafter defined) (“Available Rigs”), and the other Assets related thereto, shall occur on a business day on which banks are open for business in the United States, the Kingdom of Saudi Arabia, England, the United Arab Emirates and in Egypt (“Business Day”) as soon as practicable, and in any event not more than 7 days following satisfaction or waiver of the conditions precedent in Article 5 relevant to such Available Rigs and other Assets (the “Closing Date”), which date shall not be more than 90 days after the Execution Date (the “Outside Closing Date”), unless otherwise agreed upon by the Parties. The Closing shall take place at the offices of Baker Botts L.L.P. in London, England, or at another location to be agreed upon by the Parties, at 1300 hours, London Time, or at such other time on such date as agreed upon by the Parties.

In a case where there has been no Total Loss (as hereinafter defined) of a Rig prior to Closing, at the Closing, (i) Buyer (on behalf of itself and its Designated Affiliates) shall pay to Seller Account an amount equal to the Allocable Share of the Purchase Price less the Allocable Share of the Deposit (the “Closing Payment”), and (ii) the Parties shall instruct the Escrow Agent to release the Allocable Share of the Deposit from the escrow account to Seller Parent. For purposes of this Agreement, the “Allocable Share” means 100% if the Closing includes all four of the Rigs and 75% if the Closing includes only three of the Rigs, and the “Deposit Balance” means any balance of the Deposit remaining in escrow after the Closing. If the Noble Parties are ready, willing and able to proceed with Closing but Buyer does not pay the Closing Payment and/or does not authorize the disbursement of the Deposit in escrow as required herein, Seller Parent shall be entitled to the remedies provided to it under Article 8. Buyer may in its discretion pay the Closing Payment via the Escrow Agent but if it chooses to do so such amount shall be held by the Escrow Agent separately from the Deposit and solely to order of Buyer. In the case where there has been a Total Loss of a Rig prior to Closing, at the Closing (i) the Parties shall instruct the Escrow Agent to release the entire Deposit from the escrow account to Seller Parent and (ii) Buyer shall pay to Seller Account an amount equal to 75% of the Purchase Price less the total amount of the Deposit.

If a Delayed Rig is excluded from the Closing and has not become a Total Loss, the closing of the purchase and sale of the Delayed Rig (the “Delayed Rig Closing”) shall occur on a Business Day as soon as practicable, and in any event not more than 7 days following satisfaction or waiver of the conditions precedent in Article 5 relevant to such Delayed Rig and completion of the Repair Work (as hereinafter defined) (the “Delayed Rig Closing Date”), which date shall not be more than 30 days after the Outside Closing Date (the “Extended Outside Closing Date”), unless otherwise agreed upon by the Parties. The Delayed Rig Closing shall take place at the offices of Baker Botts L.L.P. in London, England, or at another location to be agreed upon by the Parties, at 1300 hours, London Time, or at such other time on such date as agreed upon by the Parties.

At the Delayed Rig Closing, (i) Buyer (on behalf of itself and its Designated Affiliate) shall pay to Seller Account an amount equal to the balance of the Purchase Price not paid to the Noble Parties at the Closing less the Deposit Balance (the “Delayed Rig Closing Payment”) and (ii) Seller Parent and Buyer shall instruct the Escrow Agent to release the Deposit Balance from the escrow account to Seller Parent. If the relevant Selling Entity is ready, willing and able to proceed with Delayed Rig Closing but Buyer does not pay the Delayed Rig Closing Payment and/or does not authorize the disbursement of the Deposit Balance as required herein, Seller Parent shall be entitled to the remedies provided to it under Article 8. Buyer may in its discretion pay the Delayed Rig Closing Payment via the Escrow Agent but if it chooses to do so such amount shall be held by the Escrow Agent separately from the Deposit Balance and solely to order of Buyer.

Delivery of the Rigs shall be at their respective current locations unless another delivery location is agreed upon by the Parties or Saudi Arabian Oil Company (“Saudi Aramco”) has required the Rig to be at a different location to perform the Drilling Contract for such Rig (in which case delivery shall be at such other location). The delivery of each Rig shall include all of the other Assets related exclusively to such Rig; provided always that items of the nature referred to in Exhibits A-1 and A-2 which are not on board the Rigs shall be delivered to Buyer or its Designated Affiliate on the Closing Date (or the Delayed Rig Closing Date, as the case may be) at the location of such items on the Closing Date (or Delayed Rig Closing Date, as the case may be), provided that such location is either (i) a Rig, (ii) the shore-base facility of Contract Assignor at Al Khobar, Saudi Arabia, or (iii) the location referred to in Exhibit A-2.

The Parties agree that if the performance by a Party of its obligations under this Agreement (including satisfaction of the conditions precedent to Closing due to be satisfied under Article 5) is prevented or delayed due to any event outside the reasonable control of such Party (the “Affected Party”), including any acts of God, fire, explosion, flood, unusually severe or abnormal weather, riots or other civil disturbances, wars, acts of

Notwithstanding anything to the contrary herein, if following the Execution Date there is an actual total casualty loss, a constructive total casualty loss or a compromised total casualty loss (collectively, a “Total Loss”) of one, but not more than one, Rig prior to it being conveyed to Buyer, including by physical damage or by seizure or arrest, forced sale or other involuntary transfer whether by a governmental entity or other Person, then Seller Parent shall promptly deliver written notice to Buyer describing such Total Loss in reasonable detail. With respect to a Rig that becomes a Total Loss,

such Rig and the other Assets related exclusively thereto shall be excluded from the definition of Assets for all purposes under this Agreement and shall not be sold or assigned to Buyer,

the Drilling Contract related to such Rig (and any Material Contract related to such Rig) shall not be novated to or assumed by Buyer,

no rig-based personnel related to such Rig shall be an “Available Employee” for the purposes of Section 4.7, and

neither Buyer on the one hand, nor the Noble Parties on the other hand, shall have any further obligation or liability to the other with respect to such Rig and such other related Assets, Drilling Contract, Material Contracts and personnel.

If during the period between the Execution Date and the Closing Date a Rig suffers physical loss or damage that is not a Total Loss due to any event outside the reasonable control of the Noble Parties (a “Partial Loss”), then the terms of this Section 2.3(h) shall apply.

Seller Parent promptly shall provide to Buyer a written notice describing such Partial Loss, which notice shall describe in reasonable detail such Partial Loss. Promptly after the occurrence of a Partial Loss, Seller Parent and the relevant Selling Entity shall provide Buyer with reasonable access to the damaged Rig in order to inspect and evaluate the magnitude of the damage and to monitor and inspect repairs.

the relevant Noble Parties shall use commercially reasonable efforts to perform and complete the repair work necessary to remedy the Partial Loss (the “Repair Work”) as promptly as practicable at the Noble Parties’ sole expense. If such repairs are not completed by the Closing Date,

such Rig shall be deemed a “Delayed Rig” for purposes of this Agreement,

the Closing shall not occur unless and until there are at least three Available Rigs,

if there are at least three Available Rigs, the Closing shall proceed in accordance with Section 2.3(a) with respect to the Available Rigs and the other Assets and Drilling Contracts related thereto and the conditions precedent in Article 5 shall be applied at the Closing to only the Rigs and other Assets, Drilling Contracts and Material Contracts that are the subject of the Closing,

the Drilling Contract associated with such Delayed Rig shall not be novated to or assumed by Buyer at the Closing, and

so long as the Delayed Rig does not become a Total Loss, the Delayed Rig Closing with respect to such Rig, the other Assets related exclusively thereto and the related Drilling Contract and Material Contracts shall proceed in accordance with Section 2.3(c) with respect to the Delayed Rig and the other Assets, Drilling Contract and Material Contracts related thereto and the conditions precedent in Article 5 shall be applied at the Delayed Rig Closing to only the Delayed Rig and other Assets, Drilling Contract and Material Contracts that are the subject of the Delayed Rig Closing.

The Parties agree that,

loss or damage to a Rig shall be considered a “De Minimis Loss” and not a Partial Loss hereunder, and no Repair Work or other repairs shall be required unless (x) the aggregate costs to repair such loss or damage are reasonably likely to equal US$100,000 or more or (y) such loss or damage causes, or is reasonably likely to cause, two (2) days or more of downtime with respect to such Rig,

fair wear and tear shall not constitute loss or damage, and

for purposes of determining whether a Rig meets the Inspection Condition (as hereinafter defined) at the Closing or Delayed Rig Closing, as the case may be, De Minimis Loss shall be considered “fair wear and tear.”

REPRESENTATIONS, WARRANTIES AND WAIVERS

All necessary corporate action of Buyer has been taken to duly authorize the transactions contemplated by, and to execute and deliver the documents provided under, this Agreement;

Buyer has sufficient funds available, or written commitments from financing sources, to pay the Purchase Price and consummate the transactions contemplated by this Agreement;

Buyer is duly incorporated and validly existing under the laws of the DIFC and has full legal right, power and authority to enter into this Agreement;

Buyer has full legal right, power and authority to perform its obligations hereunder, subject to the consent and approval from Saudi Aramco to novate the Drilling Contracts (as defined hereafter) and subject to the KSA Antitrust Approval being obtained (as hereinafter defined);

Except for the fees and expenses payable to Clarksons Platou, no broker, investment banker, or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of Buyer or any of its Affiliates; and

The execution and delivery of this Agreement, and completion of all transactions herein contemplated, does not:

Conflict with, violate, result in a material breach or right of termination or acceleration, or require any consent or authorization (or relieve any Person of any obligation) under any other terms, conditions or provisions of any mortgage, indenture, agreement, loan, guarantee, note, bond, permit, license, lease, grant, patent or other undertaking or authorization, written or oral, to or by which Buyer is a party or is bound;

Conflict with, result in a breach of or require any consent under any of the terms, conditions or provisions of the certificate of incorporation, bylaws or equivalent governing documents of Buyer;

Result in a material violation by Buyer of any law, government authorisation, judgment, order (including executive order), award, writ, injunction or decree applicable to, or binding upon, Buyer assuming (i) all consents and approvals referred to in Section 3.1(d) are obtained; and (ii) all consents and approvals required to be obtained by the Noble Parties are obtained; or

Require Buyer (or any of its Affiliates) to obtain any approval from any governmental authority, other than as referred to in Section 3.1(d).

Each of the Selling Entities is the legal and beneficial owner of the Rig and Assets referred to as being owned by it in Exhibit A-1 and A-2, which are sold with full title guarantee and the Rigs and Assets will be free and clear of any lien, maritime lien, charge, debts, claims, mortgage, security interest, servitude, easement, right of way, covenant, equitable interest, license, lease, option, pledge, hypothecation, preference, priority, right of first refusal, right to acquire, condition, limitation or restriction, trust arrangement or title retention and of any other arrangement in any jurisdiction having the effect of constituting security or preference or rights in rem or to arrest and any agreement to create any of the foregoing (collectively, “Liens”) at Closing or Delayed Rig Closing, as the case may be; provided, however, that each of the Rigs is the subject of a (i) Drilling Contract and (ii) bareboat charter agreement between the relevant Selling Entity and Contract Assignor, which bareboat charter agreement will be terminated at the Closing (or Delayed Rig Closing, as applicable);

All necessary corporate action of the Noble Parties has been taken to duly authorize the transactions contemplated by, and to execute and deliver the documents provided under, this Agreement;

Each of the Noble Parties is duly incorporated and validly existing under the laws of the jurisdiction of its formation, and has full legal right, power and authority to enter into this Agreement;

Each of the Noble Parties has full legal right, power and authority to perform its obligations hereunder, subject to the consent and approval from Saudi Aramco to novate the Drilling Contracts and subject to the KSA Antitrust Approval being obtained;

Except for the fees and expenses payable to Clarksons Platou, no broker, investment banker, or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement, based upon arrangements made by or on behalf of any Noble Party or any of their Affiliates;

The execution and delivery of this Agreement, and completion of all transactions herein contemplated, does not:

Conflict with, violate, result in a material breach or right of termination or acceleration, or require any consent or authorization (or relieve any Person of any obligation) under any other terms, conditions or provisions of any mortgage, indenture, agreement, loan, guarantee, note, bond, permit, license, lease, grant, patent or other undertaking or authorization, written or oral, to or by which any of the Noble Parties is a party or is bound including without limitation each of the Drilling Contracts and the Material Contracts, except that the consent to novation is required (A) from Saudi Aramco under the Drilling Contracts and (B) the relevant counterparty under certain Material Contracts;

Conflict with, result in a breach of or require any consent under any of the terms, conditions or provisions of the certificate of incorporation, bylaws or equivalent governing documents of any of the Noble Parties;

Result in a material violation by any of the Noble Parties of any law, government authorisation, judgment, order (including executive order), award, writ, injunction or decree applicable to, or binding upon, any such Noble Parties; or

Require any of the Noble Parties to obtain any approval from any governmental authority, other than as referred to in Section 3.2(d);

The Rigs are in the Inspection Condition and to the Knowledge of the Noble Parties there has not been any incident involving the Rigs or damage which has occurred to the Rigs after the date of Buyer’s inspection referred to in Section 5.1(e) that would cause the Rigs not to be in the Inspection Condition;

The copies of the Drilling Contracts (defined below) provided by the Noble Parties to Buyer in the electronic data room established by the Noble Parties prior to the Execution Date (i) are true and complete copies thereof; (ii) have not been modified or amended; and (iii) represent, as of the execution of this Agreement, the entire agreement between any of the Noble Parties (or any Affiliate of Seller Parent as required) and Saudi Aramco in relation to the supply of the Rigs for drilling services by the Noble Parties (or any such Affiliate) to Saudi Aramco;

Exhibit D sets forth certain contracts relating to the operation or use of the Rigs entered into by any of the Noble Parties (or their Affiliates) in the Ordinary Course (collectively, the “Material Contracts”). The copies of the Material Contracts provided by the Noble Parties to Buyer in the electronic data room established by the Noble Parties prior to the Execution Date (i) are true and complete copies thereof; (ii) have not been modified or amended; and (iii) represent, as of the execution of this Agreement, the entire agreement between any of the Noble Parties (or any Affiliate of Seller Parent as required) and the counterparty to such Material Contract in relation to the subject matter of such Material Contract;

Except as set forth in Schedule 3.2(j), the Noble Parties as are a party to each Drilling Contract or Material Contract (or such of their Affiliates as are parties) are not in breach or default under such Drilling Contract or Material Contract in any material respect and to the Knowledge of the Noble Parties (i) no other party to a Drilling Contract or Material Contract is in breach or default under such Drilling Contract or Material Contract in any material

No Material Contract provides for the payment of any commission or similar compensation to any Person on the entry into or termination of any contract for drilling services in connection with the operation of the Rigs. “Person” means an individual or an entity, including a corporation, limited liability or other company, joint venture, partnership, trust, association or other business or investment entity, or any governmental authority;

Since May 1, 2021 (i) the operation of the Rigs has been carried out and conducted in the Ordinary Course; and (ii) there has not been any Material Adverse Effect. “Ordinary Course” means the ordinary and usual course of the business of the Noble Parties (and their Affiliates) of owning and operating the Rigs and providing oil and gas contract drilling services consistent with past practices in all material respects, including without limitation as such ownership and operation relates to (A) the operation, inspection, repair and maintenance of the Rigs (and the replenishment, replacement and refurbishment of Rig inventory, spare parts and consumable materials) pursuant to ongoing maintenance programs and manuals (as provided to Buyer prior to the date of this Agreement) and (B) the payment for all goods and services supplied (under purchase orders or otherwise) in respect of the Rigs in accordance with the contractual terms of supply; provided, however, that Ordinary Course shall not require the Noble Parties to take any action to repair De Minimis Loss. “Material Adverse Effect” means any event, change, circumstance, effect or other matter occurring since the Execution Date that has had (or can reasonably be expected to have) a material adverse effect on (a) the ownership or operation of (or ability to operate) the Rigs (in the manner the Rigs are owned and operated by the Noble Parties) in the Ordinary Course; or (b) the continuance of the Drilling Contracts (other than a Drilling Contract performed by a Rig that has become a Total Loss); provided, however, that in no event shall any of the following constitute a Material Adverse Effect: (A) any occurrence, condition, change, event or effect resulting from changes in general economic or financial market conditions after the date hereof; (B) any occurrence, condition, change, event or effect after the date hereof that affects the offshore drilling industry generally (including changes in commodity prices, general market prices and regulatory changes affecting the offshore drilling industry generally) unless under either (A) or (B) such occurrence, condition, change, event or effect affects the business of owning and operating the Rigs under the Drilling Contracts in any manner or degree significantly different than the industry as a whole; (C) actions taken by Buyer or any of its Affiliates unless required

Each of the Rigs has been temporarily imported into the Kingdom of Saudi Arabia in accordance with applicable law and all required customs and other duties payable as a result of such importation have been paid;

Since August 25, 2019, the Rigs have been operated by the Noble Parties (or their Affiliates) in compliance in all material respects with (a) all Environmental Laws and (b) all governmental authorizations required for each Noble Party under Environmental Laws to own and operate the Rigs; and during such operation no event has occurred, is ongoing, or to the Knowledge of the Noble Parties is likely to arise, which constitutes (or is reasonably likely to constitute or result in) a material breach of such Environmental Laws or such related governmental authorizations. None of the Noble Parties has received any written notice stating that the ownership or operation of the Rigs is currently in violation of any Environmental Law. No Proceeding is pending or, to the Knowledge of the Noble Parties, threatened in writing against any Noble Party that alleges a violation by any Noble Party of any applicable Environmental Laws. The Noble Parties have not received any enforcement, prohibition, stop remediation, improvement or any other notice from or been subject to any sanction imposed by any governmental authority in respect of any Environmental Laws relating to the ownership or operation of the Rigs. For the purposes of this Agreement (i) “Environmental Laws” means any law applicable to the operation of the Rigs concerning the treatment, disposal, emission, discharge, release or threatened release of hazardous material, the protection of the environment or the health and safety of any Person; (ii) “Proceedings” means any action, mediation, arbitration, investigation, litigation, enforcement proceeding or suit commenced, brought by or before, or otherwise involving, any governmental authority, court, tribunal, department board, agency or arbitrator; and (iii) “Knowledge of the Noble Parties” means the actual knowledge or belief of

Each Noble Party has been and is in material compliance with all governmental authorizations that are necessary for them to own and operate the Rigs in the manner in which they are currently owned and operated, and to the Knowledge of the Noble Parties, such governmental authorizations are valid and in full force and effect;

There is no Proceeding (which, for the avoidance of doubt, includes employee-related Proceedings) currently outstanding, pending or, to the Knowledge of the Noble Parties, threatened in writing against any Noble Party with respect to the ownership and operation of the Rigs or which questions or challenges the validity of this Agreement or the transactions contemplated by this Agreement or that may prevent, delay, or make illegal, the ability of the Noble Parties to consummate the transactions contemplated by this Agreement.

Since August 25, 2019, the ownership and operation of the Rigs by each Noble Party has been carried out in material compliance with all applicable laws and any final and non-appealable judgment applicable to any Noble Party. Each of the Noble Parties is in material compliance with all applicable anti-corruption laws relating to the ownership and operation of the Rigs. There is no Proceeding currently outstanding, pending or, to the Knowledge of the Noble Parties, threatened in writing against any of the Noble Parties with respect to anti-corruption laws. None of the Noble Parties has agreed to undertake any action or has given any commitment to any governmental authority with respect to the enforcement of anti-corruption laws, in each case as it relates to the ownership and operation of the Rigs.

CERTAIN COVENANTS

the Noble Parties shall (and shall cause their Affiliates to) (i) continue in all material respects their business of owning and operating the Rigs and providing oil and gas contract drilling services in the Ordinary Course; and (ii) comply with and perform their obligations (and enforce their rights) under each of the Drilling Contracts and the Material Contracts in all material respects;

the Noble Parties shall not, and shall not cause or permit any of their Affiliates to:

(A) enter into any written amendment of a Drilling Contract or (B) terminate or agree to any material change to the terms and conditions of any Drilling Contract or Material Contract or waive any of their material rights thereunder or release any counterparty from any of their material obligations thereunder;

dispose of, sell, charter, lease or license, or permit any Lien on, any Asset (or any part thereof), other than (A) Liens for taxes and other similar governmental charges that are not due and payable, (B) statutory or maritime Liens arising in the Ordinary Course for sums not yet due, excluding mortgages, and (C) the Drilling Contracts and the intercompany charters between the Selling Entities and the Contract Assignor; for the avoidance of doubt, the Liens described in the foregoing clauses (A) and (B) shall be removed in connection with Closing (or Delayed Rig Closing, as applicable) and the intercompany charters between the Selling Entities and the Contract Assignor shall be terminated in connection with Closing (or Delayed Rig Closing, as applicable);

move any of the Rigs from their current location (unless required under a Drilling Contract);

submit any binding tenders in respect of the Rigs that are not on arm’s length terms or that provide for rates that are not substantially at the current market rate for similar tenders in the Kingdom of Saudi Arabia; or

agree in writing to take any of the foregoing actions;

each of the Noble Parties shall promptly notify Buyer (i) of any material incident involving the Rigs or any material damage which has occurred to the Rigs (or any other item of equipment which forms part of the Rigs) after the date of Buyer’s inspection that has or would reasonably be expected to cause any Rig (or such other item of equipment which forms part of the Rig) to not be in compliance with Section 5.1(e); (ii) if at any time it becomes aware that a term of this Agreement has been breached by any of the Noble Parties or that any representation or warranty made or due to be repeated in this Agreement by any of the Noble Parties has been breached or is untrue, giving reasonable detail of the relevant circumstances; (iii) if at any time to the Knowledge of the Noble Parties any Material Adverse Effect has occurred; (iv) if at any time a request for a reduction (or a requirement for a reduction) of the Day Rates under a Drilling Contract is formally issued to any of the Noble Parties; or (v) of any submission of a binding tender in respect of any of the Rigs;

during the period from the date hereof to the Closing, Buyer, on the one hand, and the Noble Parties, on the other hand, will promptly provide notice to the other of any claim, action or any proceeding commenced against them or their Affiliates with respect to the transactions contemplated by this Agreement; and

Buyer shall promptly notify Seller Parent if at any time it becomes aware that a term of this Agreement has been breached by Buyer or that any representation or warranty made or due to be repeated in this Agreement by Buyer has been breached or is untrue, giving reasonable detail of the relevant circumstances.

During the period commencing on the later to occur of the Closing Date and the Delayed Rig Closing Date, and ending on the (i) one year anniversary of such date, Seller Parent shall not, and shall cause each of its Affiliates (including each Noble Party) not to carry on or be engaged in the operation of jackup drilling rigs for purposes of drilling gas wells in the territorial waters of the Kingdom of Saudi Arabia in the Arabian Gulf (the “Territory”), (ii) two year anniversary of such date, Seller Parent shall not, and shall cause each of its Affiliates (including each Noble Party) not to carry on or be engaged in the operation of jackup drilling rigs for purposes of drilling oil wells in the Territory; provided, however, that, nothing in this

During the period commencing on the later to occur of the Closing Date and the Delayed Rig Closing Date (if applicable), and ending on the two year anniversary of such date, Seller Parent shall not, and shall cause each of its Affiliates (including each Noble Party) not to solicit any Hired Employee in the Territory away from or out of the employ of Buyer (or any of its Affiliates) unless such individual ceased to be employed by Buyer (or such Affiliate) at least thirty (30) days prior thereto, provided that this Section 4.10 will not prohibit Seller Parent and its Affiliates from engaging in general media advertising or solicitation for employees that may be targeted to a particular geographic or technical area but that is not targeted towards any Hired Employee in the Territory, or otherwise hiring any Person that responds to such solicitation.

CONDITIONS PRECEDENT

The representations and warranties of the Noble Parties set forth in Section 3.2 shall be true and correct in all material respects at Closing with the same force and effect as if such representations and warranties had been made at and as of the Closing (or the Delayed Rig Closing, as applicable);

The Noble Parties shall have performed or complied with all covenants and agreements it is required to perform or comply with hereunder at or prior to the Closing (or the Delayed Rig Closing, as applicable);

The General Authority for Competition of the Kingdom of Saudi Arabia shall have cleared the transactions contemplated by this Agreement or shall have notified the Parties in writing that it does not require that the Parties submit such transactions for its clearance and that such clearance (or non-requirement for clearance) is unconditional (the “KSA Antitrust Approval”);

No Material Adverse Effect shall have occurred and be continuing;

Subject to Section 2.3(h)(iii), the Rigs are to be, at the Closing Date (or the Delayed Rig is to be at the Delayed Rig Closing Date, as applicable), in the same overall condition, as provided in those certain Pre-Purchase Condition Surveys prepared for each of the Rigs by AqualisBraemar Marine Services LLC, fair wear and tear excepted (“Inspection Condition”), with class maintained and free of average damage affecting class;

The Noble Parties shall have obtained a certificate of permission to sell from the Liberian Registry authorizing the sale of the Rigs.

There must not be in effect any law or judgment that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause those transactions to be rescinded following the Closing (or the Delayed Rig Closing, as applicable);

The Novation Agreements relating to the Rigs to be conveyed at the Closing (or the Delayed Rig to be conveyed at the Delayed Rig Closing, as applicable) have been executed and delivered by Saudi Aramco and the relevant Noble Parties;

The Noble Parties must be ready and able to deliver to Buyer the Closing deliverables required under Section 6.1(a); and

Saudi Customs (Zakat, Tax and Customs Authority) shall have agreed to a transfer of registration of the Rigs from Contract Assignor, as the current temporary importer of the Rigs to Buyer’s Designated Affiliate without any requirement for the exporting and re-importing the Rigs (the “Customs Approval”).

The representations and warranties of Buyer set forth in Section 3.3 shall be true and correct in all material respects at Closing (or the Delayed Rig Closing, as applicable) with the same force and effect as if such representations and warranties had been made at and as of the Closing (or the Delayed Rig Closing, as applicable);

Buyer shall have performed or complied with all covenants and agreements it is required to perform or comply with hereunder at or prior to the Closing (or the Delayed Rig Closing, as applicable);

There must not be in effect any law or judgment that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause those transactions to be rescinded following the Closing (or the Delayed Rig Closing, as applicable);

The Parties shall have received the KSA Antitrust Approval;

Offers of employment shall have been made by Buyer to each Available Employee in accordance with Section 4.7;

The Novation Agreements relating to the Rigs to be conveyed at the Closing (or the Delayed Rig to be conveyed at the Delayed Rig Closing, as applicable) have been executed and delivered by Saudi Aramco and Buyer (or its Designated Affiliate);

Buyer must be ready and able to deliver to the Noble Parties the Closing deliverables required under Section 6.1(b); and

The Customs Approval shall have been received.

CLOSING DELIVERABLES

Noble Parties’ Deliveries. Simultaneously with the delivery of the Closing Payment (or the Delayed Rig Closing Payment, as applicable) and delivery of the items described in Section 6.1(b) below, the Noble Parties shall deliver to Buyer:

Two (2) originals of a notarized bill of sale (“Bill of Sale”) for each Rig (or the Delayed Rig, if applicable) in the form attached as Exhibit J-1, J-2, J-3 and J-4 in a form acceptable for recording in the Republic of Liberia and duly executed by the relevant Selling Entity in favour of the relevant Designated Affiliate (with the notarial certificate confirming the identity of the signatory and their authority to bind the relevant Selling Entity);

Two (2) original executed Protocols of Delivery and Acceptance for each Rig (or the Delayed Rig, if applicable), substantially in the form attached as Exhibit K duly executed by the relevant Selling Entity;

Joint escrow instructions executed by Seller Parent instructing the Escrow Agent to release the Allocable Share of the Deposit (or the Deposit Balance, in the case of the Delayed Rig Closing, if applicable) to Seller Parent substantially in the form attached as Attachment 1 to Exhibit C;

All technical, regulatory and other documentation listed in Exhibit A-1 attached hereto with all operational certificates (including the class certificate) to be valid at the Closing (or Delayed Rig Closing, as applicable) (and expiring not earlier than the dates referred to in the copies of such certificates provided to Buyer prior to the Execution Date) and with a confirmation of class issued in respect of each Rig (or the Delayed Rig, as applicable) by the relevant classification society not more than three (3) Business Days prior to the Closing Date (or the Delayed Rig Closing Date, as applicable) evidencing that each Rig (or the Delayed Rig, as applicable) is in class;

A copy of the resolution of the board of directors of each of the Noble Parties authorizing the execution of this Agreement and the sale of the Rigs and other Assets related thereto and the execution of the Novation Agreements;

Evidence of the termination of the intercompany charters between the Selling Entities and the Contractor Assignor;

One (1) original certificate issued by Seller Parent stating that (i) all representations, covenants and warranties made in Section 3.2 are true and correct in all material respects as of the Closing Date (or the Delayed Rig Closing Date, as applicable), and (ii) all representations, covenants and warranties made in Section 3.2(a) are true and correct as of the Closing Date (or the Delayed Rig Closing Date, as applicable)

A certificate of the Secretary of each Noble Party confirming the authority of each of the Noble Parties to execute of this Agreement, certifying the resolutions provided under paragraph (v) above and confirming they have not been amended or revoked and remain in full force and effect, and confirming the incumbency of each person executing this Agreement and any document delivered hereunder on behalf of such Noble Party;

Originals of the Novation Agreements related to the Rigs being conveyed in the form agreed to by the Parties and Saudi Aramco, duly executed by the relevant Noble Parties and Saudi Aramco;

An original of the transition services agreement to be entered into between Seller Parent and Buyer in connection with services to be provided by Seller Parent or its Affiliates to Buyer or its Affiliates after the Closing (or the Delayed Rig Closing) substantially in the form attached hereto as Exhibit L (the “Transition Services Agreement”) duly executed by the Service Provider(s) (as defined therein);

A certificate of ownership and freedom from encumbrances issued by the Liberian Registry in respect of each Rig to be conveyed dated on the Closing Date (or the Delayed Rig Closing Date, as applicable) and confirming that each Rig (or Delayed Rig, as applicable) is free from registered encumbrances and registered in the ownership of the relevant Selling Entity; and

Any such additional documents as may reasonably be required from any of the Noble Parties by competent Liberian International Ship and Corporate Registry authorities for the purpose of re-registering the Rigs being conveyed in Liberia in the name of Buyer or its Designated Affiliate.

Buyer’s Deliveries. At the Closing Date (or the Delayed Rig Closing Date, as applicable), Buyer shall deliver to Seller Parent:

Closing Payment or Delayed Rig Closing Payment, as applicable;

Two (2) original executed Protocols of Delivery and Acceptance for each Rig (or the Delayed Rig, as applicable), substantially in the form attached as Exhibit K duly executed by Buyer and the relevant Designated Affiliate;

Joint escrow instructions executed by Buyer instructing the Escrow Agent to release the Allocable Share of the Deposit (or the Deposit Balance, in the case of the Delayed Rig Closing, if applicable) to Seller Parent substantially in the form attached as Attachment 1 to Exhibit C;

One (1) original certificate issued by Buyer stating that all representations, covenants and warranties made in Section 3.1 are true and correct in all material respects as of the Closing Date (or the Delayed Rig Closing Date, as applicable);

and a certificate of the corporate secretary of Buyer and each Designated Affiliate confirming the authority of Buyer and such Designated Affiliate to execute this Agreement and any document or agreement delivered by Buyer or such Designated Affiliate hereunder, certifying the resolutions provided under paragraph (v) below and confirming they have not been amended or revoked and remain in full force and effect, and confirming the incumbency of each person executing this Agreement and any document delivered hereunder on behalf of Buyer and any Designated Affiliate;

A copy of the resolution of the board of directors of Buyer and each Designated Affiliate authorizing the execution of this Agreement and the purchase of the Rigs and the execution of the Novation Agreements;

Originals of the Novation Agreements relating to the Rigs being conveyed in the form agreed by the Parties and Saudi Aramco and duly executed by Buyer (and any Designated Affiliate of Buyer if required); and

An original of the Transition Services Agreement duly executed by Buyer.

INDEMNIFICATION

From and after the Closing, Seller Parent will defend, indemnify, and hold Buyer Indemnified Parties (as hereinafter defined) harmless from and pay any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any of the following:

any breach of any representation or warranty of the Noble Parties made in this Agreement as of the Closing Date and, to the extent such representation or warranty relates to a Rig or another Asset being transferred (or the transfer thereof) at the Delayed Rig Closing, as of the Delayed Rig Closing Date (excluding in each case those breaches of representation or warranty claims for loss of profits, which are addressed in Section 7.2(b) below);

any breach by the Noble Parties of any covenant or obligation of the Noble Parties in this Agreement (excluding those breaches of covenant or obligation claims for loss of profits, which are addressed in Section 7.2(b) below);

the operation, ownership, removal, transportation, towage, berthing, positioning, salvage or maintenance of the Rigs in each case to the extent of any obligations that arise or relate to the period before the Closing (or in the case of a Delayed Rig that arise or relate to the period before the Delayed Rig Closing, as applicable) including under each of the Drilling Contracts and the Material Contracts if and to the extent arising before Closing or relating to a period before Closing (or in the case of a Delayed Rig if and to the extent arising before the Delayed Rig Closing or relating to a period before the Delayed Rig Closing);

any taxes and charges/expenses for which any Noble Party is liable pursuant to Section 11;

any customs duties relating to the original importation of the Rigs into the Kingdom of Saudi Arabia or incurred before Closing or relating to a period before Closing (or in the case of a Delayed Rig incurred before the Delayed Rig Closing or relating to a period before the Delayed Rig Closing) but that is not incurred in connection with the sale of the Rigs;

any taxes relating to the ownership or operation of the Rigs (but not the Delayed Rig) to the extent attributable to taxable periods (or portions thereof) ending on or before the Closing;

any taxes relating to the ownership or operation of a Delayed Rig to the extent attributable to taxable periods (or portions thereof) ending on or before the Delayed Rig Closing; and

any interest and penalties relating to taxes or duties described in the foregoing clauses (iv), (v), (vi) or (vii).

From and after the Closing, Seller Parent will defend, indemnify Buyer Indemnified Parties against Damages constituting loss of profits resulting from any breach of the representations and warranties contained in Section 3.2(h) or Section 3.2(j) or the covenants set forth in Section 4.9, where, within 180 days of the Closing Date (or the Delayed Rig Closing Date, as applicable), there is a termination of a Drilling Contract by Saudi Aramco or formal notice of a “formal” suspension of a Drilling Contract for a period of more than 30 days is given by Saudi Aramco; provided, that, the obligation of Seller Parent with respect to such indemnification obligation shall be capped at an amount equal to the lesser of (i) (A) the number of days of such suspension multiplied by (B) the “Daily Amount” for such Drilling Contract as set forth in Schedule 7.2(b), (ii) (A) the number of days remaining on the primary term of the relevant Drilling Contract (and without regard to any extension options) multiplied by (B) the “Daily Amount” for such Drilling Contract as set forth in Schedule 7.2(b), and (iii) Five Million United States Dollars (US$5,000,000) per suspended or terminated Drilling Contract. In the event that the primary term of a Drilling Contract (being the termination date of such contract without regard to any options to extend) is shorter than the primary term reflected in such Drilling Contract as represented in Section 3.2(h) (the “Contract Term Difference”), the number of days constituting the Contract Term Difference shall be deemed to be “days of suspension” of such Drilling Contract for purposes of the preceding sentence. Any Rig being placed off-hire or on zero rate for more than 30 consecutive days shall also be considered a “formal” suspension of a Drilling Contract by Saudi Aramco for the purposes of this provision.

Notwithstanding anything herein to the contrary, any Damages arising out of, related to or resulting from the performance of any services pursuant to the Transition Services Agreement (including maintenance or operation of any Asset or performance of any Drilling Contract or Material Contract) after the Closing by the Noble Parties or their Affiliates or any third party providing services to the Noble Parties or their Affiliates thereunder shall not constitute Damages that would give rise to a right to indemnification under this Agreement and any rights and obligations between the Parties relating to liability or indemnification for such matters shall instead be governed exclusively by the terms of the Transition Services Agreement.

TERMINATION

by the mutual written agreement of Buyer and Seller Parent;

by either Buyer or Seller Parent (the “Terminating Party”), if

any law or order becomes final and effective that prohibits and makes illegal the consummation of the transactions contemplated by this Agreement, upon notification to the non-terminating Party by the Terminating Party; or

the Closing has not occurred by the Outside Closing Date (or by such extended date as may be mutually agreed by Seller Parent and Buyer), other than as a result of the Terminating Party’s breach of this Agreement or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement;

by Seller Parent if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement; provided that such breach is not curable prior to the Outside Closing Date, or if curable prior to the Outside Closing Date, has not been cured by the earlier of (i) thirty (30) days after the giving of written notice to Buyer of such breach other than a breach of the obligation to pay money or provide instructions to the Escrow Agent, in which case such time period shall be two (2) Business Days after the giving of written notice to Buyer of such breach, and (ii) two (2) Business Days prior to the Outside Closing Date; and provided further none of the Noble Parties shall be in breach of this Agreement in any material respect at such time; and

by Buyer if any of the Noble Parties shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement; provided that such breach is not curable prior to the Outside Closing Date, or if curable prior to the Outside Closing Date, has not been cured by the earlier of (i) thirty (30) days after the giving of written notice to Seller Parent of such breach and (ii) two (2) Business Days prior to the Outside Closing Date; and provided further Buyer shall not be in breach of this Agreement in any material respect at such time.

by the mutual written agreement of Buyer and Seller Parent;

by a Terminating Party, if (i) the Delayed Rig has become a Total Loss, (ii) any law or order becomes final and effective that prohibits and makes illegal the consummation of the Delayed Rig Closing, upon notification to the non-terminating Party by the Terminating Party; or (iii) the Delayed Rig Closing has not occurred by the Extended Outside Closing Date (or by such extended date as may be mutually agreed by Seller Parent and Buyer) other than as a result of the Terminating Party’s breach of this Agreement or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement;

by Seller Parent if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement that are to be performed after the Closing; provided that such breach is not curable prior to the Extended Outside Closing Date, or if curable prior to the Extended Outside Closing Date, has not been cured by the earlier of (i) thirty (30) days after the giving of written notice to Buyer of such breach and (ii) two (2) Business Days prior to the Extended Outside Closing Date; and provided further none of the Noble Parties shall be in breach of this Agreement in any material respect at such time; and

by Buyer if any of the Noble Parties shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement that are to be performed after the Closing; provided that such breach is not curable prior to the Extended Outside Closing Date, or if curable prior to the Extended Outside Closing Date, has not been cured by the earlier of (i) thirty (30) days after the giving of written notice to Seller Parent of such breach and (ii) two (2) Business Days prior to the Extended Outside Closing Date; and provided further Buyer shall not be in breach of this Agreement in any material respect at such time.

If the Agreement is terminated by a Party pursuant to Section 8.1, then except for the provisions in Article 8, Article 9, Article 12, Article 14, Article 16, Article 17 and Article 18, which provisions shall survive any such termination, the Parties shall have no further liability or obligation hereunder.

If the Agreement is terminated by a Party in respect of the Delayed Rig pursuant to Section 8.2, then (i) except for the obligations of the Parties (including the obligations under Article 7 and Article 11) with regard to the Rigs, other Assets, Drilling Contracts and Material Contracts that were conveyed, novated, assigned or transferred in connection with the Closing and (ii) except for the provisions in Article 8, Article 9, Article 12, Article 14, Article 16, Article 17 and Article 18, which provisions shall survive any such termination, the Parties shall have no further liability or obligation hereunder with respect to the Delayed Rig Closing, the Delayed Rig or the other Assets, Drilling Contract, Material Contracts and personnel related thereto; (iii) this Agreement shall not be terminated in respect of all other Rigs and other Assets related thereto and shall continue to apply with full force and effect in respect of all other Rigs and other Assets related thereto and (iv) if the termination is by Buyer pursuant to Section 8.2(b)(iii) (and Seller Parent is not then also entitled to terminate this Agreement under such Section) or Section 8.2(d), for a period of six (6) months from the date of termination pursuant to Section 8.2 Seller Parent shall procure that the Delayed Rig is not sold other than on arm’s length terms and in the event of the Delayed Rig being offered for sale, Buyer shall have a right of first refusal with respect to purchasing the Delayed Rig. Upon receipt of a bona fide offer to purchase the Delayed Rig from any person (the “Proposed Purchaser”), Seller Parent shall provide Buyer with written notice describing the terms of such offer in reasonable detail; if Buyer does not deliver its binding commitment to purchase such Delayed Rig on such terms within five (5) Business Days of receipt of such notice, Buyer shall have forfeited its right to purchase the Delayed Rig. For the avoidance of doubt, if a bona fide offer to purchase is received from a different Potential Purchaser (at any time and however many times within the six (6) month period), the Selling Entity shall not be entitled to accept such offer unless Buyer has been given a right of first refusal to purchase on such new terms on the same basis as set forth herein. For the avoidance of doubt if the Agreement is terminated by a Party in respect of the Delayed Rig, Section 4.10 shall still apply save in respect of the Delayed Rig and the other Assets, Drilling Contract, Material Contracts and personnel related thereto.

Except as set forth in Section 8.4(e), if a Party terminates this Agreement in accordance with Sections 8.1(a) or (b), the Parties shall instruct the Escrow Agent to refund the Deposit (if paid) to Buyer pursuant to the terms of the Escrow Agreement. In such case, the Parties shall have no further liability or obligation hereunder.

Except as set forth in Section 8.4(f), if either Party terminates this Agreement in accordance with Sections 8.2(a) or (b), the Parties shall instruct the Escrow Agent to refund the Deposit Balance to Buyer pursuant to the terms of the Escrow Agreement. In such case, the Parties shall have no further liability or obligation hereunder with respect to the Delayed Rig or the other Assets, Drilling Contract, Material Contracts and personnel related thereto.

If Buyer terminates this Agreement in accordance with Section 8.1(d) or clause (ii) of Section 8.1(b) (and Seller Parent is not then also entitled to terminate this Agreement under such Section 8.1(b)(ii) due to Seller Parent’s breach of this Agreement or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and upon such right to terminate under Section 8.1(b)(ii) having arisen for Buyer but before exercising such right (i) Buyer has given written notice to Seller Parent of Seller Parent’s breach or failure to perform and (ii) Seller Parent has failed to cure such breach or failure to perform within five (5) Business Days after such notice from Buyer), the Parties shall instruct the Escrow Agent to release the Deposit to Buyer pursuant to the terms of the Escrow Agreement and Seller Parent shall pay the Closing Liquidated Damages to Buyer in full and final settlement of all of the liability of the Noble Parties and each of their Affiliates as a result of the breach or failure to perform any of their covenants or other agreements contained in this Agreement or the termination of this Agreement (other than liabilities preserved under Section 8.3(a)). In such case, each of the Noble Parties shall relinquish all its rights to the Deposit.

If Buyer terminates this Agreement in accordance with Section 8.2(d) or clause (iii) of Section 8.2(b) (and Seller Parent is not then also entitled to terminate this Agreement under such Section 8.2(b)(iii) due to Seller Parent’s breach of this Agreement or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and upon such right to terminate under Section 8.2(b)(iii) having arisen for Buyer but before exercising such right (i) Buyer has given written notice to Seller Parent of Seller Parent’s breach or failure to perform and (ii) Seller Parent has failed to cure such breach or failure to perform within five (5) Business Days after such notice from Buyer), the Parties shall instruct the Escrow Agent to release the Deposit Balance to Buyer pursuant

If Seller Parent terminates this Agreement in accordance with Section 8.1(c) or clause (ii) of Section 8.1(b) (and Buyer is not then also entitled to terminate this Agreement under such Section 8.1(b)(ii) due to Buyer’s breach of this Agreement or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and upon such right to terminate under Section 8.1(b)(ii) having arisen for Seller Parent but before exercising such right (i) Seller Parent has given written notice to Buyer of Buyer’s breach or failure to perform and (ii) Buyer has failed to cure such breach or failure to perform within five (5) Business Days after such notice from Seller Parent), the Parties shall instruct the Escrow Agent to release the Deposit (if paid) to Seller Parent pursuant to the terms of the Escrow Agreement. Seller Parent shall retain the Deposit in full and final settlement of all of the liability of Buyer and each of its Affiliates as a result of the breach or failure to perform any of their representations, warranties, covenants or other agreements contained in this Agreement or the termination of this Agreement (other than liabilities preserved under Section 8.3(a)). In such instances, Buyer relinquishes all its rights to the Deposit.

If Seller Parent terminates this Agreement in respect of the Delayed Rig in accordance with Section 8.2(c) or clause (iii) of Section 8.2(b) (and Buyer is not then also entitled to terminate this Agreement under such Section 8.2(b)(iii) due to Buyer’s breach of this Agreement or failure to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and upon such right to terminate under Section 8.2(b)(iii) having arisen for Seller Parent but before exercising such right (i) Seller Parent has given written notice to Buyer of Buyer’s breach or failure to perform and (ii) Buyer has failed to cure such breach or failure to perform within five (5) Business Days after such notice from Seller Parent), the Parties shall instruct the Escrow Agent to release the Deposit Balance to Seller Parent pursuant to the terms of the Escrow Agreement. Seller Parent shall retain the Deposit Balance in full and final settlement of all of the liability of Buyer and each of its Affiliates as a result of the breach or failure to perform any of their representations, warranties, covenants or other agreements contained in this Agreement with respect to the Delayed Rig or the other Assets, Drilling Contract, Material Contracts or personnel related thereto, or the termination of this Agreement in respect of the Delayed Rig (other than liabilities preserved under Section 8.3(b)). In such instances, Buyer relinquishes all its rights to the Deposit Balance.

For the purposes of this Section 8.4,

any instructions to be given to the Escrow Agent shall be given within one (1) Business Day of the termination and any payments to be made shall be paid within one (1) Business Day of the termination;

the amount of the “Closing Liquidated Damages” payable by Seller Parent shall be equal to the Damages incurred by Buyer up to the termination date in connection with this Agreement or as a result of such termination up to Five Million United States Dollars (US$5,000,000); provided, however, that if all of the Rigs are sold within nine (9) months of termination (other than as part of a transaction in which all of the Rigs plus four or more additional offshore drilling rigs (i.e., totaling at least eight (8) rigs) are sold), then Seller Parent shall (on the date of the consummation of such sale) pay to Buyer an amount equal to the Deposit less any amount paid by Seller Parent to Buyer due to the Noble Parties’ default; and

the amount of “Delayed Closing Liquidated Damages” payable by Seller Parent shall be equal to the Damages incurred by Buyer up to the termination date in connection with the acquisition of the Delayed Rig and the other Assets, Drilling Contract and Material Contracts related thereto, or as a result of such termination, up to One Million Two Hundred and Fifty Thousand United States Dollars (US$1,250,000).

CONFIDENTIALITY

ASSIGNMENT

TAXES AND FEES

CHOICE OF LAW

BROKERAGE

COST OF THE TRANSACTION

NOTICES

ENTIRE AGREEMENT/AMENDMENT

DAMAGES

GENERAL

/s/ Brad A. Baldwin

/s/ Brad A. Baldwin

/s/ Brad A. Baldwin

/s/ Brad A. Baldwin

/s/ Brad A. Baldwin

/s/ Blake Denton

/s/ Dr. Mohamed Farouk