AGREEMENT AND PLAN OF MERGER AMONG NOBLE CORPORATION NOBLE AM MERGER CO. FDR HOLDINGS LIMITED AND CERTAIN SHAREHOLDERS OF FDR HOLDINGS LIMITED AND ITS SUBSIDIARIES Dated June 27, 2010Merger Agreement • June 28th, 2010 • Noble Corp / Switzerland • Drilling oil & gas wells • New York
AGREEMENT AND PLAN OF MERGER, dated June 27, 2010 (the “Agreement”), among Noble Corporation, a Swiss corporation (“Parent”), Noble AM Merger Co., an exempted company with limited liability in the Cayman Islands and an indirect wholly owned subsidiary of Parent (“Merger Sub”) , FDR Holdings Limited, an exempted company with limited liability in the Cayman Islands having its registered office at Clifton House, 75 Fort Street, P.O. Box 1350, KY1-1108, George Town, Grand Cayman, Cayman Islands (the “Company”), the shareholders of the Company listed on Annex I to this Agreement (the “Existing Principal Shareholders”) and all such parties to the Recapitalization Agreement (as defined below) other than the Company, as listed on Annex II to this Agreement (the “Recapitalizing Shareholders,” together with the Existing Principal Shareholders, the “Closing Date Principal Shareholders”). Each of Parent, the Merger Sub, the Company, and the Closing Date Principal Shareholders are referred to herei
