Common use of Representations and Warranties of the Selling Stockholder Clause in Contracts

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agent, on and as of each Representation Date that: (a) The Selling Stockholder has full right, power and authority to execute and deliver this Agreement and any Terms Agreement and perform its obligations hereunder or thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, duly authorized, executed and delivered by the Selling Stockholder. (c) The execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares, the compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries is bound or to which any of the property or assets of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority. (d) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement, except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws. (e) At the time when the Company issues the Shares to the Selling Stockholder, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder or under any Terms Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery of, against payment for, such Shares pursuant to this Agreement or any Terms Agreement, any purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities or adverse claims. (f) The Selling Stockholder has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (g) The Registration Statement does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this Section 4(g) apply only to information in the Registration Statement and the Prospectus relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information set forth on Schedule II-A attached hereto. (h) Except as disclosed in the annual, quarterly and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the Selling Stockholder nor any of its subsidiaries nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (i) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (k) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in the Registration Statement or the Prospectus.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agent, on the Underwriter and as of each Representation Date the Company that: (a) The All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder of this Agreement, and for the sale and delivery of the Shares and Class A Debentures, if applicable, to be sold by the Selling Stockholder hereunder, have been obtained; and the Selling Stockholder has full right, power and authority to execute and deliver enter into this Agreement and any Terms Agreement to sell, assign, transfer and perform its obligations hereunder or thereunder; deliver the Shares and all action required Class A Debentures, if applicable, to be taken for sold by the due and proper authorization, execution and delivery by it of Selling Stockholder hereunder; this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, duly authorized, executed and delivered by the Selling Stockholder. (cb) The execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the SharesShares and Class A Debentures, the compliance if applicable, to be sold by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby herein or by any Terms Agreement therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries is bound or to which any of the property or assets of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation charter or limited liability company agreement by-laws or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authorityagency, except in the case of (i) and (iii) above for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement. (dc) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the The Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement, except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws. (e) At the time when the Company issues the Shares to the Selling Stockholder, the Selling Stockholder will have has good and valid title to the Shares and Class A Debentures, if applicable, to be sold hereunder or under any Terms Agreementat the Closing Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery ofSelling Stockholder will have, against payment for, such Shares pursuant immediately prior to this Agreement or any Terms Agreement, any purchaser will acquire the Closing Date good and marketable valid title theretoto the Shares and Class A Debentures, if applicable, to be sold at the Closing Date by the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon DTC or another securities intermediary indicating by book entry on its records that such Shares and Class A Debentures, if applicable, have been credited to securities accounts of the Underwriter and payment therefor pursuant hereto, good and valid title to such Shares and Class A Debentures, if applicable, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter. Citadel LLC and all affiliates thereof (other than individuals) that currently own Common Stock, any of the Class A Debentures or any of the Company’s Class B Senior Convertible Debentures due 2019 (together with the Class A Debentures, the “Convertible Debentures”) are parties to a “lock up” agreement referred to in Section 8. (fd) The Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed to or that would could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (ge) The Registration Statement does not or Pricing Disclosure Package, at the Time of Sale did not, and at the Closing Date, will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the foregoing representations Selling Stockholder makes no representation and warranties warranty with respect to any statements or omissions other than statements made in this Section 4(g) apply only to reliance upon and in conformity with information in the Registration Statement and the Prospectus relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectussuch Pricing Disclosure Package, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information about the Selling Stockholder set forth on Schedule II-A attached heretoin the “Selling Stockholder” section of the Preliminary Prospectus. (hf) Except as disclosed in Other than the annualRegistration Statement, quarterly and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the Selling Stockholder nor any of its subsidiaries nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (i) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; Preliminary Prospectus and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five yearsProspectus, the Selling Stockholder (including its agents and representatives, other than the Underwriter in its subsidiaries have capacity as such) has not knowingly engaged inmade, are not now knowingly engaged inused, prepared, authorized, approved or referred to and will not engage inprepare, make, use, authorize, approve or refer to any dealings or transactions with Permitted Free Writing Prospectus, other than (i) any person that at the time document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the dealing Securities Act or transaction is Rule 134 under the Securities Act or was (ii) the subject or documents listed on Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the target of Sanctions or with any Sanctioned CountryCompany and the Underwriter. (kg) The Selling Stockholder has been duly organized As of the applicable effective date of the Registration Statement and is validly existing any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in good standing under all material respects with the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualificationSecurities Act, and have all power did not and authority necessary will not contain any untrue statement of a material fact or omit to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure state a material fact required to be so qualifiedstated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in good standing or have such power or authority would notthe light of the circumstances under which they were made, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of not misleading; provided that the Selling Stockholder makes no representation and its subsidiaries taken as a whole. (l) That each sale of Shares warranty with respect to any statements or omissions other than statements made in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder is not through the Underwriter expressly for use in the Registration Statement, the Pricing Disclosure Package and will not be prompted the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any material the Selling Stockholder consists of the information concerning or relating to about the Company which is not Selling Stockholder set forth in the Registration Statement or “Selling Stockholder” section of the Preliminary Prospectus.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agent, on and as of each Representation Date Underwriter that: (a) The Selling Stockholder has full right, power and authority to execute and deliver this Agreement and any Terms Agreement and perform its obligations hereunder or thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and any Terms Agreement and the consummation by it None of the transactions contemplated hereby and thereby has been duly and validly taken (orRegistration Statement, in the case Time of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, duly authorized, executed and delivered by Sale Prospectus or the Selling Stockholder. (c) The execution, delivery and performance by the Selling Stockholder of this Agreement Prospectus or any Terms Agreement, the sale of the Shares, the compliance by the Selling Stockholder with the terms hereof amendments or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries is bound or to which any of the property or assets of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority. (d) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement, except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws. (e) At the time when the Company issues the Shares to the Selling Stockholder, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder or under any Terms Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery of, against payment for, such Shares pursuant to this Agreement or any Terms Agreement, any purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities or adverse claims. (f) The Selling Stockholder has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (g) The Registration Statement does not supplements thereto included or will not, as then amended or supplemented, as of each Representation Date, contain an include any untrue statement of a material fact or omit to state a material fact required to be stated therein omitted or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the foregoing such representations and warranties set forth in this Section 4(g2(a) apply only to statements or omissions made in reliance upon and in conformity with information in the Registration Statement and the Prospectus relating to the Selling Stockholder as required by Item 7 of Form S-3 furnished to the Company in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, the Basic Time of Sale Prospectus, the Prospectus (or any amendment or supplement theretothereto (the “Selling Stockholder Information”). (b) This Agreement has been duly authorized, executed and delivered by or any Permitted Free Writing Prospectus, it being understood on behalf of the Selling Stockholder. (c) The execution and agreed that delivery of this Agreement and the only such information furnished sale and delivery of the Shares to be sold by the Selling Stockholder consists and the consummation of the information set forth on Schedule II-A attached hereto. (h) Except as disclosed in the annual, quarterly transactions contemplated herein and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither compliance by the Selling Stockholder nor with its obligations hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any of its subsidiaries norlien, charge or encumbrance upon the Shares to be sold by the knowledge Selling Stockholder or any property or assets of the Selling StockholderStockholder pursuant to any contract, any directorindenture, officermortgage, employeedeed of trust, agentloan or credit agreement, affiliate note, license, lease or other person associated with agreement or acting on behalf instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound, or to which any of the property or assets of the Selling Stockholder is subject, (B) result in any violation of the provisions of the charter or by-laws or other organizational instrument of the Selling Stockholder or (C) result in any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contributionproperties, giftexcept, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (i) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwisecase of (A) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (k) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in the Registration Statement or the Prospectus.C),

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agentyou, on and as of each Representation Date agrees with you, that: (a) The Selling Stockholder has full right, power and authority is the lawful owner of the Shares to execute and deliver be sold by the Selling Stockholder pursuant to this Agreement and has, and on the Closing Date will have, good and marketable title to such Shares, free of all restrictions on transfer (other than any Terms Agreement restrictions arising pursuant to applicable securities laws), liens, encumbrances, security interests, equities and perform its obligations hereunder or thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized)claims whatsoever. (b) This Agreement has been, and any Terms Agreement will have been, been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (c) Upon delivery of and payment for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, and assuming the Underwriter has no notice of adverse claim, good and marketable title to such Shares will pass to the Underwriter, free of all restrictions on transfer, liens, encumbrances, security interests, equities and claims whatsoever. (d) The execution, delivery and performance by the Selling Stockholder of this Agreement by or any Terms Agreement, the sale on behalf of the SharesSelling Stockholder, the compliance by the Selling Stockholder with all the terms provisions hereof or of any Terms Agreement and thereof and the consummation of the transactions contemplated hereby or by any Terms Agreement and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as may be required under the Act, or the securities or Blue Sky laws of the various states), (ii) conflict with or result in constitute a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets organizational documents of the Selling Stockholder Stockholder, (iii) conflict with or constitute a breach of any of its subsidiaries pursuant tothe terms or provisions of, or default under, any indenture, loan agreement, mortgage, deed of trust, loan agreement lease or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any property of its subsidiaries the Selling Stockholder is bound or to which (iv) violate or conflict with any applicable law or any rule, regulation, judgment, order or decree of the property any court or assets of any governmental body or agency having jurisdiction over the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents property of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority. (d) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement, Stockholder; except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities lawswhich if not made or obtained, or conflicts, violations or defaults which if existing, would not prevent or otherwise adversely affect the performance by the Selling Stockholder of its obligations hereunder. (e) At The information in the time when Prospectus under the Company issues the Shares captions "The Selling Stockholder" which specifically relates to the Selling Stockholder, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder or under any Terms Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery of, against payment for, such Shares pursuant to this Agreement or any Terms Agreement, any purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities or adverse claims. (f) The Selling Stockholder has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (g) The Registration Statement does not or will not, as then amended or supplemented, as of each Representation and will not on the Closing Date, contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided. (f) At any time during the period described in Section 5(d), however, that the foregoing representations and warranties in this Section 4(g) apply only to information if there is any change in the Registration Statement and the Prospectus relating information referred to in Section 7(h), the Selling Stockholder furnished will immediately notify you of such change. (g) Each certificate signed by or on behalf of the Selling Stockholder and delivered on the Closing Date to the Company in writing Underwriter or counsel for the Underwriter shall be deemed to be a representation and warranty by the Selling Stockholder expressly for use in to the Registration Statement, Underwriter as to the Basic Prospectus, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information set forth on Schedule II-A attached heretomatters covered thereby. (h) Except as disclosed in the annual, quarterly and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the The Selling Stockholder nor has not taken and will not take, directly or indirectly, any action designated to cause or result in or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of its subsidiaries nor, the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (i) To the best knowledge of the Selling Stockholder, any directorafter due inquiry, officer, employee, agent, affiliate or other person associated with or acting on behalf all representations and warranties of the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) Company made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder herein are true and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption lawscorrect. (i) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (k) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in the Registration Statement or the Prospectus.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents represents, warrants and warrants covenants to each Agentthe Underwriter, on as of the date of this Agreement, as of the Closing Date and as of each Representation Date thatOption Closing Date, as follows: (a) The Selling Stockholder has full right, power and authority to execute and deliver this Agreement and any Terms Agreement and perform its obligations hereunder or thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (b) [Reserved.] (c) The executionSelling Stockholder has, and on the Closing Date and the Option Closing Date, as applicable, will have, good and valid title to all of the Shares subject to sale by the Selling Stockholder pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Shares which may be sold by the Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder. (d) Delivery of the Shares by the Selling Stockholder pursuant to this Agreement will pass good and valid title to the Shares, free and clear of any security interest, mortgage, pledge, lien, encumbrance or other adverse claim. (e) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement or any Terms Agreement, the sale of the Shares, the compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i) contravene or conflict with or with, result in a breach or violation of any of the terms or provisions of, or constitute a default Default under, or result in require the creation or imposition consent of any lienother party to, charge (i) the charter or encumbrance upon any property by-laws, or assets other organizational documents of the Selling Stockholder or (ii) any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries it is bound or under which it is entitled to which any right or benefit, any provision of the property or assets of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any applicable law or statute or any judgment, order, rule decree or regulation applicable to the Selling Stockholder of any court court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except in the case of clause (ii) as would not, individually or governmental or regulatory authority. (d) in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement. No consent, approval, authorizationauthorization or other order of, order, or registration or qualification of or with filing with, any court or arbitrator other governmental authority or governmental or regulatory authority agency, is required for the execution, delivery and performance consummation by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms in this Agreement, except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under the Securities Act, the Exchange Act, applicable state securities laws. (e) At or blue sky laws and from the time when the Company issues the Shares to the Selling Stockholder, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder or under any Terms Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery of, against payment for, such Shares pursuant to this Agreement or any Terms Agreement, any purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities or adverse claimsFINRA. (f) The Selling Stockholder: (i) does not have any registration or other similar rights to have any securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (ii) does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any capital stock, right, warrants, options or other securities from the Company, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (g) Except for such consents, approvals and waivers as have been obtained by the Selling Stockholder on or prior to the date of this Agreement, no consent, approval or waiver is required under any instrument or agreement to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriter of any of the Shares which may be sold by the Selling Stockholder under this Agreement or the consummation by the Selling Stockholder of any of the other transactions contemplated hereby. (h) All information furnished to the Company or any Underwriter by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the Closing Date will be, true, correct, and complete in all material respects, and did not, as of the Applicable Time, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. The Selling Stockholder confirms as accurate the number of shares of Common Stock set forth opposite the Selling Stockholder’s name in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selling Stockholder” (both prior to and after giving effect to the sale of the Shares) (the “Selling Stockholder Information”). (i) The Selling Stockholder: (i) is familiar with the Registration Statement, the Time of Sale Prospectus (each, as of the time of the execution and delivery of this Agreement) and the Prospectus (as of the Closing Date) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement and the Time of Sale Prospectus (each, as of the time of the execution and delivery of this Agreement) and the Prospectus (as of the Closing Date) that has resulted in a Material Adverse Change; and (ii) is not prompted to sell the Additional Shares by any material information concerning the Company which is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (j) The Selling Stockholder has not taken, directly or indirectly, any action designed to or that would reasonably be expected to might cause or result in any stabilization or manipulation of the price of the Common Stock or any reference security, whether to facilitate the sale or resale of the Shares or otherwise, and has taken no action which would directly or indirectly violate any provision of Regulation M. (k) There are no transfer taxes or other similar fees or charges under federal Law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the sale by the Selling Stockholder of the Shares. (gl) The Registration Statement does not Prior to the later of (i) the expiration or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all termination of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit option granted to state a material fact necessary in order to make the statements therein, in Underwriter under Section 3 and (ii) the light completion of the circumstances under which they were madeUnderwriter’s distribution of the Shares, not misleading; provided, however, that the foregoing representations and warranties in this Section 4(g) apply only to information in the Registration Statement and the Prospectus relating to the Selling Stockholder furnished to has not distributed and will not distribute any offering material in connection with the Company in writing by offering and sale of the Selling Stockholder expressly for use in Shares other than the Registration Statement, the Basic Time of Sale Prospectus, the Prospectus (or any amendment or supplement theretofree writing prospectus(es) or any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information set forth listed on Schedule II-A attached heretoI and the Prospectus. (hm) Except as disclosed in the annual, quarterly and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the The Selling Stockholder nor is not currently subject to any U.S. sanctions administered by OFAC and will not directly or indirectly use the proceeds of its subsidiaries northis offering, or lend, contribute or otherwise make available such proceeds to the knowledge of the Selling Stockholderany subsidiary, or any director, officer, employee, agent, affiliate joint venture partner or other person associated with or acting on behalf entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of U.S. sanctions administered by OFAC. (n) The Selling Stockholder or any of its subsidiaries has (i) used has not taken any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment giving or receipt of money, property, gifts or anything else of value, to a government official (including any direct officer or indirect unlawful payment or benefit to any foreign or domestic employee of a government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated in order to influence official action, or is to any person, in each case in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (ivii) made, offered, agreed, requested or taken an act has conducted its business in material compliance with applicable anti-corruption laws; and (iii) will not use the proceeds of the offering in furtherance of any unlawful bribe or other unlawful benefitan offer, including, without limitation, any rebate, payoff, influence payment, kickback promise to pay, or other unlawful or improper authorization of the payment or benefit. The Selling Stockholder and its subsidiaries have institutedgiving of money, maintain and enforceor anything else of value, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all any person in violation of any applicable anti-bribery and anti-corruption laws. (io) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in material compliance with all applicable anti-money laundering statutes of jurisdictions where the Selling Stockholder conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation pending. Any certificate signed by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and will not engage in, any dealings or transactions with any person that at warranty by the time of Selling Stockholder to the dealing or transaction is or was Underwriter as to the subject or the target of Sanctions or with any Sanctioned Country. (k) matters covered thereby. The Selling Stockholder has been duly organized and is validly existing and a reasonable basis for making each of the representations set forth in good standing under this Section 2. The Selling Stockholder acknowledges that the laws Underwriter and, for purposes of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure opinion to be so qualifieddelivered pursuant to Section 6 hereof, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of counsel to the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating counsel to the Company which is not set forth in Underwriter, will rely upon the Registration Statement or accuracy and truthfulness of the Prospectusforegoing representations and hereby consents to such reliance.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and represents, warrants to each Agent, on and as of each Representation Date agrees that: (a) The Selling Stockholder has full right, power and authority to execute and deliver enter into this Agreement and any Terms Agreement and perform its obligations hereunder or thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. (c) The execution, delivery and performance of this Agreement by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares, the compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries is bound or to which any of the property or assets of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate deed of formation trust or limited liability company the trust agreement or similar organizational documents of governing the Selling Stockholder or (iii) result in the any violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator governmental agency or governmental body having jurisdiction over the Selling Stockholder or regulatory authority. (d) No any of its properties or assets; and except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorizationauthorization or order of, orderor filing or registration with, registration or qualification of or with any such court or arbitrator governmental agency or governmental or regulatory authority body is required for the execution, delivery and performance of this Agreement by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreementhereby, except for those that have been obtained and such consents, approvals, authorizations, orders and orders, filings or registrations as have been obtained or qualifications as may be required under applicable state securities lawsmade. (ed) At the time when the Company issues the Shares to the Selling Stockholder, the The Selling Stockholder has, and on the First Delivery Date (as defined in Section 5 hereof) will have have, good and valid title to to, or a “security entitlement” within the Shares meaning of Section 8-102(a)(17) of the New York Uniform Commercial Code (the “NYUCC”) in respect of, the shares of Stock to be sold hereunder or under any Terms Agreementby the Selling Stockholder, free and clear of all security interests, claims, liens, encumbrances, equities or adverse claims; other encumbrances, and upon the delivery of, against payment for, such Shares pursuant to Selling Stockholder’s entry into this Agreement and the Selling Stockholder’s sale, transfer and delivery of the shares of Stock to be sold by the Selling Stockholder have been duly authorized by all necessary organizational action, if any, and the Selling Stockholder has the legal right and power to sell, transfer and deliver a security entitlement in respect of the shares of Stock to be sold by the Selling Stockholder. The shares of Stock to be sold by the Selling Stockholder are not subject to any preemptive or any Terms similar rights. (e) Assuming the proper execution of an entitlement order (within the meaning of Section 8-102(a)(8) of the NYUCC) given by the Selling Stockholder to the securities intermediary (within the meaning of Section 8-102(a)(14) of the NYUCC) maintaining the security entitlement for the Selling Stockholder with respect to the shares of Stock to be sold by the Selling Stockholder, or delivery of the stock certificate representing such Stock, accompanied by a duly executed stock power, and assuming that as a result of the execution of such order or such delivery a security entitlement with respect to the shares of Stock is properly credited at a securities intermediary (within the meaning of Section 8-102(a)(14) of the NYUCC) to the account of the Underwriter purchasing such shares of Stock, upon payment for such shares of Stock as contemplated by this Agreement, any purchaser will acquire good then no action based on an adverse claim within the meaning of Section 8-102 of the NYUCC may be asserted against such Underwriter with respect to such security entitlement to the extent that (i) such Underwriter had no notice of such adverse claim within the meaning of Section 8-105 of the NYUCC and marketable title thereto, free and clear (ii) such Underwriter is the entitlement holder (within the meaning of all liens, encumbrances, equities or adverse claimsSection 8-102(a)(8) of the NYUCC) with respect to the securities account to which such security entitlement is credited. (f) The Selling Stockholder has is not taken, directly prompted to sell the shares of Stock to be sold to the Underwriters hereunder by any material non-public information concerning the Company or indirectly, any action designed its subsidiaries which is not set forth or incorporated by reference in the Prospectus to or that would reasonably be expected sell its shares of Stock pursuant to cause or result in any stabilization or manipulation of the price of the Sharesthis Agreement. (g) The To the knowledge of the Selling Stockholder after due inquiry, the Registration Statement does and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus, when they become effective or are filed with the Commission, as the case may be, do not or and will not, as then amended or supplemented, of the applicable effective date (as to the Registration Statement and any amendment thereto) and as of each Representation Date, the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit any Underwriter specifically for inclusion therein. (h) The Selling Stockholder has no reason to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, believe that the foregoing representations and warranties of the Company contained in this Section 4(g) apply only to information in 1 hereof are not materially true and correct, is familiar with the Registration Statement and the Prospectus relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement, as of the Basic Prospectuseffective date, or the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus), it being understood and agreed that the only such information furnished by the Selling Stockholder consists as of the information set forth on Schedule II-A attached hereto. (h) Except as disclosed in applicable filing date, which has adversely affected or may adversely affect the annual, quarterly and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the Selling Stockholder nor any of its subsidiaries nor, to the knowledge business of the Selling Stockholder, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf Company and is not prompted to sell shares of the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (i) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation Common Stock by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (k) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in the Registration Statement or and the Prospectus. (i) The Selling Stockholder does not have any registration or other similar rights to have any equity or debt securities registered for sale by the Company.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agent, on and as of each Representation Date agrees with the Underwriter that: (a) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by the Selling Stockholder hereunder, have been obtained, except where the failure to obtain such consents, approvals, authorizations, or orders would not, individually or in the aggregate, materially affect the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement. The Selling Stockholder has full right, power and authority to execute and deliver enter into this Agreement and any Terms Agreement to sell, assign, transfer and perform its obligations hereunder or thereunder; and all action required deliver the Shares to be taken for sold by the due and proper authorization, execution and delivery by it of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) Selling Stockholder hereunder. This Agreement has been, and any Terms Agreement will have been, been duly authorized, executed and delivered by the Selling Stockholder. (cb) The execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares, the compliance Shares to be sold by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the Selling Stockholder of the transactions contemplated hereby or by any Terms Agreement herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, of or constitute a default under, or result in the creation or imposition impose of any lien, charge or encumbrance upon any property or assets asset of the Selling Stockholder or any of its subsidiaries pursuant to, under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the such Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries is bound or to which any of the property or assets asset of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator governmental agency, except, with respect to clauses (i) and (iii), conflicts, breaches or governmental or regulatory authorityviolations that would not reasonably be expected to materially affect the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement. (dc) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the The Selling Stockholder of this Agreement or any Terms Agreementhas, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement, except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws. (e) At the time when the Company issues the Shares immediately prior to the Selling StockholderClosing Date will have, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder or under any Terms Agreementon the Closing Date by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims, except for restrictions on transferability imposed by the Securities Act and the securities or “Blue Sky” laws of certain jurisdictions; and and, upon payment for the delivery of, against payment for, such Shares to be sold by the Selling Stockholder pursuant to this Agreement (assuming such payment of the purchase price constitutes “value” as such term is used in Section 8-303 of the Uniform Commercial Code then in effect in the State of New York (“UCC”)), delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriter (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (i) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Shares and (ii) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (I) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any Terms Agreementother securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any purchaser will acquire good “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and marketable title theretothe ownership interest of the Underwriter, free (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and clear 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Shares to satisfy claims of all liens, encumbrances, equities of its entitlement holders with respect thereto then all holders will share pro rata in the Shares then held by DTC or adverse claimssuch securities intermediary. (fd) The Selling Stockholder has not taken, directly or indirectly, any action designed to or that would could reasonably be expected to cause or result in any the stabilization or manipulation of the price of the Shares. (ge) The Registration Statement does not To the extent that any statements or omissions made in the Time of Sale Prospectus are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information, the Time of Sale Prospectus, at the Applicable Time did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Underwriter, the Company and the Selling Stockholder agree that the “Selling Stockholder Information” consists solely of the information furnished by the Selling Stockholder for use in connection with the offering in the Registration Statement, the Time of Sale Prospectus and the Prospectus, which consists solely of (i) the name, address and number of shares of Common Stock owned by the Selling Stockholder, before and after the offering, and (ii) the other information with respect to the Selling Stockholder that appears in the table (and corresponding footnotes) under the caption “Selling Stockholder,” in each case, in the Registration Statement, the Time of Sale Prospectus, the Prospectus or in any issuer free writing prospectus. (f) Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Selling Stockholder (including its agents and representatives, other than the Underwriter in its capacity as then amended such) has not used, authorized, approved or supplementedreferred to and will not use, authorize, approve or refer to any issuer free writing prospectus, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Schedule II hereto, each electronic road show and any other written communications approved in writing in advance by the Underwriter, which approval, in the case of written communications required by law to be prepared, used, authorized, approved or referred to, shall not be unreasonably withheld, delayed or conditioned. (g) To the extent that any statements or omissions made in the Registration Statement and any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information, as of each Representation Datethe applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and to the extent that any statements or omissions made in the Prospectus and any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information, as of each Representation the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, Prospectus will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the foregoing representations Selling Stockholder makes no representation or warranty with respect to any statements or omissions made in reliance upon and warranties in this Section 4(g) apply only to conformity with information in the Registration Statement and the Prospectus relating to the Selling Stockholder Underwriter furnished to the Company in writing by the Selling Stockholder Underwriter expressly for use in the Registration Statement, the Basic Prospectus, Pricing Disclosure Package and the Prospectus (or and any amendment or supplement thereto) or any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder Underwriter consists of the information set forth on Schedule II-A attached heretodescribed as such in Section 11(c) hereof. (h) Except As of the date hereof and as of the Closing Date, the sale of the Shares by the Selling Stockholder is not and will not be prompted by any material non-public information concerning the Company, including any of its subsidiaries, that is not disclosed in the annual, quarterly and current reports Time of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither Sale Prospectus. (i) Neither the Selling Stockholder nor any of its subsidiaries or affiliates, nor any director or officer of the Selling Stockholder or any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent, affiliate employee of the Selling Stockholder or any of its subsidiaries or any agent or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or has taken an act any action in furtherance of an offer, payment, promise to pay, or authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government official (including any officer or regulatory official employee of a government or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery UK Xxxxxxx Xxx 0000 or, to the knowledge of Foreign Public Officials in International Business Transactionsthe Selling Stockholder, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any an unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws. (ij) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including the Anti-Money Laundering Laws Laws, and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (jk) Neither the Selling Stockholder nor any of its subsidiaries, directors or officers, nor, to the knowledge of such Selling Stockholder, any employee of the Selling Stockholder, or any director, officer, or employee, agent, or controlled affiliate or other person associated with or acting on behalf of the such Selling Stockholder or any of its subsidiaries is currently the subject or the target of any SanctionsSanctions administered by a Sanctions Authority, nor is the Selling Stockholder, any of its subsidiaries Stockholder located, organized or resident in a Sanctioned Country; and the . The Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person Person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (kl) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delawareits jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or lease of property or the conduct of its businesses business requires such qualification, and have has all power and authority necessary to own or hold its respective properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries subsidiaries, taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in the Registration Statement or the Prospectus.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agentto, on and as of each Representation Date agrees with, the Underwriter that:: (a) (ai) The Selling Stockholder has on the Closing Date will have good and marketable title to the Selling Stockholder Firm Shares and, if applicable, any Additional Shares to be sold by the Selling Stockholder hereunder and full right, power and authority to execute and deliver enter into this Agreement and any Terms Agreement to sell, assign, transfer and perform its obligations hereunder or thereunderdeliver the Selling Stockholder Shares free and clear of all voting trust arrangements, pledges, liens, encumbrances, equities, security interests and claims; and upon the delivery and payment for such Shares hereunder, the Underwriter will acquire good and marketable title to such Shares, free and clear of all action required to be taken for the due voting trust arrangements, pledges, liens, encumbrances, equities, security interests and proper authorization, execution and delivery by it of this Agreement and any Terms claims. (ii) This Agreement and the consummation by it of the transactions contemplated hereby herein have been duly and thereby validly authorized by the Selling Stockholder, and this Agreement has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, duly authorized, executed and delivered by the Selling Stockholder. (ciii) The execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares, the compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (iA) conflict with or result in a breach or violation of any of the terms or and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Stockholder pursuant to any agreement, instrument, franchise, license or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument permit to which the Selling Stockholder or any of its subsidiaries is a party or by which the Selling Stockholder or any of its subsidiaries is properties or assets may be bound or to which (B) violate or conflict with any provisions of the property or assets limited partnership agreement of the Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, decree, order, statute, rule or regulation of any court or arbitrator or any public, governmental or regulatory authority. (d) agency or body having jurisdiction over the Selling Stockholder or any of its properties or assets. No consent, approval, authorization, order, registration registration, filing, qualification, license or qualification permit of or with any court or arbitrator or any public, governmental or regulatory authority agency or body having jurisdiction over the Selling Stockholder or any of its properties or assets is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreementhereby, except for those that have been obtained the registration under the Act of the Shares, filings under the Exchange Act resulting from the sale of the Firm Shares and the Additional Shares, if any, and such consents, approvals, authorizations, orders orders, registrations, filings, qualifications, licenses and registrations or qualifications permits as may be required under applicable state securities lawsor Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter. (e) At the time when the Company issues the Shares to the Selling Stockholder, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder or under any Terms Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery of, against payment for, such Shares pursuant to this Agreement or any Terms Agreement, any purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities or adverse claims. (fiv) The Selling Stockholder has not takentaken and will not take, directly or indirectly, any action designed to cause or that would result in, or which constitutes or which might be reasonably be expected to cause or result in any constitute, the stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. (gv) The At the time of the effectiveness of the Registration Statement does or the effectiveness of the post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to the Rule 424(b) of the Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission, when any document is filed under the Exchange Act and at the Closing Date and the Additional Closing Date, if any, the Registration Statement and the Prospectus and any amendments thereof and supplements thereto, insofar as they relate to the Selling Stockholder, comply or will comply in all material respects with the applicable provisions of the Act and the Regulations and the Exchange Act and the respective rules and regulations thereunder and do not or will not, as then amended or supplemented, as of each Representation Date, not contain an untrue statement of a material fact and do not or will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus, in light of the circumstances in which they were made, not misleading. When any related preliminary prospectus was first filed with the Commission (whether filed as part of the Registration Statement or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, insofar as such preliminary prospectus relates to the Selling Stockholder, such preliminary prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Act and the Regulations and the Exchange Act and the respective rules and regulations thereunder and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading; provided. No representation and warranty is made in this subsection (v), however, that the foregoing representations and warranties in this Section 4(g) apply only to information in the Registration Statement and the Prospectus relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information set forth on Schedule II-A attached hereto. (h) Except as disclosed in the annual, quarterly and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the Selling Stockholder nor any of its subsidiaries nor, to the knowledge of the Selling Stockholder, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (i) The operations of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, information contained in or employee, agent, or affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (k) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in omitted from the Registration Statement or the ProspectusProspectus or any related preliminary prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf the Underwriter as herein stated expressly for use in connection with the preparation thereof. (b) (i) The Selling Stockholder and the related parties listed on Schedule II agree with the Company and the Underwriter, except as provided in this Agreement, not to sell, offer or agree to sell, grant any option for the sale of, pledge or otherwise dispose of, directly or indirectly, any Common Stock for a period of 90 days after this Agreement becomes effective without the Underwriter's prior written consent. Notwithstanding the preceding sentence, the Underwriter acknowledges that all shares of Common Stock owned by the Selling Stockholder are held in a brokerage margin account and are pledged to secure margin borrowings, and the Underwriter agree that any such shares not sold to the Underwriter hereunder may continue to be so pledged during the 90-day period described in such sentence.

Representations and Warranties of the Selling Stockholder. The Selling Stockholder represents and warrants to each Agentto, on and as of each Representation Date agrees with, the Underwriter that: (a) The Selling Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Selling Stockholder has full right, all requisite corporate power and authority to execute and deliver enter into this Agreement and any Terms Agreement and to perform its obligations hereunder or thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this hereunder. This Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly and validly authorized). (b) This Agreement has been, and any Terms Agreement will have been, duly authorized, executed and delivered by the Selling Stockholder and constitutes a legal, valid and binding obligation of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms. (b) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign or nongovernmental third party is required to be obtained or made by or with respect to the Selling Stockholder in connection with the 5 5 execution, delivery and performance of this Agreement except as has been previously obtained or made. (c) The execution, delivery and performance by the Selling Stockholder has good and valid title to the Shares, free and clear of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind. Other than this Agreement or any Terms Agreement, the Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares. (d) Neither the sale of the Shares, the compliance Shares being sold by the such Selling Stockholder with nor the consummation of any other of the transactions herein contemplated by such Selling Stockholder or the fulfillment of the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement such Selling Stockholder will not (i) conflict with or with, result in a breach or violation of any of the terms or provisions of, or constitute a default under, under any law or result in the creation charter or imposition by-laws of any lien, charge or encumbrance upon any property or assets of the such Selling Stockholder or the terms of any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement indenture or other agreement or instrument to which the such Selling Stockholder or any of its subsidiaries is a party or by which the bound, or any judgment, order or decree applicable to such Selling Stockholder or any of its subsidiaries is bound of any court, regulatory body, administrative agency, governmental body or to which any of the property or assets of the arbitrator having jurisdiction over such Selling Stockholder or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the certificate of formation or limited liability company agreement or similar organizational documents of the Selling Stockholder or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority. (d) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Selling Stockholder of this Agreement or any Terms Agreement, the sale of the Shares and compliance by the Selling Stockholder with the terms hereof or of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement, except for those that have been obtained and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities lawssubsidiaries. (e) At the time when the Company issues the Shares to the Selling Stockholder, the Selling Stockholder will have good and valid title to the Shares to be sold hereunder In respect of any statements in or under any Terms Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and upon the delivery of, against payment for, such Shares pursuant to this Agreement or any Terms Agreement, any purchaser will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities or adverse claims. (f) The Selling Stockholder has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (g) The Registration Statement does not or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties in this Section 4(g) apply only to information in omissions from the Registration Statement and or the Prospectus relating to the Selling Stockholder or any supplements thereto made in reliance upon and in conformity with information furnished in writing to the Company in writing by the Selling Stockholder expressly specifically for use in connection with the Registration Statementpreparation thereof, the Basic Prospectus, the Prospectus (or any amendment or supplement thereto) or any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of hereby makes the information set forth on Schedule II-A attached hereto. (h) Except as disclosed in the annual, quarterly same representations and current reports of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and Noble Corporation, a Cayman Islands company, filed with the Commission on Forms 10-K, 10-Q and 8-K, neither the Selling Stockholder nor any of its subsidiaries nor, warranties to the knowledge Underwriter as the Company makes to the Underwriter under paragraph (b) of the Selling Stockholder, Section 2. Any certificate signed by any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Selling Stockholder or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (i) The operations officer of the Selling Stockholder and its subsidiaries are and have been conducted at all times in compliance with the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect delivered to the Anti-Money Laundering Laws is pending or, to the knowledge of the Selling Stockholder, threatened. (j) Neither the Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of the Selling Stockholder, any director, officer, Underwriter or employee, agent, or affiliate or other person associated Underwriter's counsel in connection with or acting on behalf of the Selling Stockholder or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Selling Stockholder, any of its subsidiaries located, organized or resident in a Sanctioned Country; and the Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereundershall be deemed a representation and warranty by such Selling Stockholder, or lendas to matters covered thereby, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Selling Stockholder and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. (k) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Selling Stockholder and its subsidiaries taken as a whole. (l) That each sale of Shares by the Selling Stockholder is not and will not be prompted by any material information concerning or relating to the Company which is not set forth in the Registration Statement or the ProspectusUnderwriter.