FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2021 • Noble Corp • Drilling oil & gas wells • New York
This REGISTRATION RIGHTS AGREEMENT (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of [•], 2022 by and among Noble Finco Limited, a private limited company formed under the laws of England and Wales (the “Company”), and the Holders (as defined below) of Company Ordinary Shares (as defined below) listed on Schedule I hereto. The Company and the Holders are referred to herein collectively as the “Parties” and each, individually, a “Party.” Capitalized terms used herein have the meanings set forth in Section 1.
BUSINESS COMBINATION AGREEMENT by and among NOBLE FINCO LIMITED, NOBLE CORPORATION, NOBLE NEWCO SUB LIMITED, and THE DRILLING COMPANY OF 1972 A/S Dated as of November 10, 2021Business Combination Agreement • November 10th, 2021 • Noble Corp • Drilling oil & gas wells • London
THIS BUSINESS COMBINATION AGREEMENT, dated as of November 10, 2021 (this “Agreement”), by and among Noble Finco Limited, a private limited company formed under the laws of England and Wales with registered number 12958050 and an indirect wholly owned subsidiary of Parent (as defined below) (“Topco”), Noble Corporation, a Cayman Islands exempted company with registered number 368504 (“Parent”), Noble Newco Sub Limited, a Cayman Islands exempted company with registered number 382680 and direct wholly owned subsidiary of Topco (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company with registration number 40404716 (the “Company”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings set forth in Section 1.1.
FORM OF TRANSACTION SUPPORT DEEDTransaction Support Deed • November 10th, 2021 • Noble Corp • Drilling oil & gas wells
This TRANSACTION SUPPORT DEED (this “Deed”) is entered into as of November 10, 2021, by and among Noble Finco Limited, a private limited company formed under the laws of England and Wales (“Topco”), Noble Corporation, a Cayman Islands exempted company (“Parent”), The Drilling Company of 1972 A/S, a Danish public limited liability company (the “Company”), and the undersigned parties named in Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Each of Topco, Parent and Mercer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
DATED [•] RELATIONSHIP AGREEMENT between NOBLE FINCO LIMITED and THE OTHER PARTIES NAMED HEREINRelationship Agreement • November 10th, 2021 • Noble Corp • Drilling oil & gas wells • England and Wales
ContractNoble Corp • November 10th, 2021 • Drilling oil & gas wells
Disclaimers Forward-Looking Statements merger, (xvii) risks related to the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, (xviii) the potential impact of announcement or consummation of the proposed transaction on relationships with third This presentation includes forward-looking statements within the meaning of the federal securities laws (including Section 27A of the parties, (xix) changes in law or regulations affecting Noble, Maersk Drilling or the combined company, (xx) international, national or local United States Securities Act of 1933, as amended, the “Securities Act”) with respect to the proposed transaction between Noble economic, social or political conditions that could adversely affect the companies and their business, (xxi) conditions in the credit markets Corporation (“Noble”) and The Drilling Company of 1972 A/S (“Maersk Drilling”), including statements regarding the benefits of the that may ne
