Exhibit 10.1

Execution Version

TAX SHARING AGREEMENT

between

NOBLE CORPORATION PLC

and

PARAGON OFFSHORE PLC

dated as of

July 31, 2014

TABLE OF CONTENTS

i

ii

iii

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this “ Agreement ”) is entered into as of July 31, 2014, between Noble Corporation plc, a public limited company organized under the laws of England and Wales (“ Noble ”) and Paragon Offshore plc, a public limited company organized under the laws of England and Wales (“ Paragon ”). Paragon and Noble sometimes are referred to herein individually as a “ Party ,” and collectively as the “ Parties .” Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to the articles and sections of this Agreement.

RECITALS

WHEREAS, Paragon is an indirect, wholly-owned Subsidiary of Noble;

WHEREAS, the Board of Directors of Noble has determined it would be in the best interests of Noble and its stockholders for Noble to separate the Paragon Business from the Noble Business (the “ Separation ”);

WHEREAS, Noble and Paragon expect to enter into the Master Separation Agreement as of the date hereof in order to set forth the principal arrangements between them regarding the terms of the Separation;

WHEREAS, Noble intends to distribute to its shareholders all of the shares of Paragon stock in a transaction (the “ Spin-off ”) intended to qualify as a transaction described under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”); and

WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of Taxes and Tax Benefits arising prior to, and as a result of, and subsequent to the Separation, and provide for and agree upon other matters relating to Taxes.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND EXAMPLES

Section 1.1 Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such first Person.

“ Agreement ” has the meaning set forth in the preamble hereto.

1

“ Brazilian High Specification Rig Days ” means, with respect to a Tax Year, the total number of days during such Tax Year that High Specification Rigs are present in Brazil, provided that (i) any single day in which multiple High Specification Rigs are present will be counted as a number of days equal to the number of such rigs present on such day and (ii) any High Specification Rig that is present in Brazil on any day in which services are being provided with respect to such rig pursuant to the Brazilian Services Agreement will, solely for purposes of this definition, not be treated as a High Specification Rig on such day. For this purpose, a rig shall be treated as “present in Brazil” beginning on the record date of importation of such rig for Brazilian customs purposes and shall cease to be so treated on the record date of exportation of such rig for Brazilian customs purposes.

“ Brazilian Services Agreement ” means that certain Transition Services Agreement, dated the date hereof, entered into among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon, Noble Corporation, Noble Dave Beard Limited, and Noble Drilling (Nederland) II B.V. in connection with the Separation.

“ Brazilian Standard Specification Rig Days ” means, with respect to a Tax Year, the total number of days during such Tax Year that Standard Specification Rigs are present in Brazil, provided that (i) any single day in which multiple Standard Specification Rigs are present will be counted as a number of days equal to the number of such rigs present on such day and (ii) any High Specification Rig that is present in Brazil on any day in which services are being provided with respect to such rig pursuant to the Brazilian Services Agreement will, solely for purposes of this definition, be treated as a Standard Specification Rig on such day. For this purpose, a rig shall be treated as “present in Brazil” beginning on the record date of importation of such rig for Brazilian customs purposes and shall cease to be so treated on the record date of exportation of such rig for Brazilian customs purposes.

“ Business ” means the Noble Business or the Paragon Business, as the context requires.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in London, England, are authorized or obligated by applicable law or executive order to close.

“ Code ” has the meaning set forth in the recitals hereto.

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. “ Controlled ” has a meaning correlative to the foregoing.

“ Controlling Party ” means the Party that has primary responsibility, control and discretion in handling, settling or conducting a Tax Contest pursuant to Section 5.2.

“ Due Date ” has the meaning set forth in Section 4.8.

2

“ Effective Date ” means the date recited above on which the parties entered into this Agreement.

“ Governmental Authority ” shall mean any U.S. federal, state, local or non-U.S. court, government (or political subdivision thereof), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Group ” means the Noble Group or the Paragon Group, as the context requires.

“ High Specification Rigs ” means those drilling rigs owned or leased by Noble Group or Paragon Group that are not Standard Specification Rigs.

“ IRS ” means the Internal Revenue Service.

“ IRS Submission ” means the Ruling Request and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining the Rulings.

“ Joint Return ” means any Tax Return that includes Tax Items attributable to both the Noble Business and the Paragon Business; provided, however, that (i) Tax Items carried forward from a Tax Year beginning on or before the Spin-off Date to a Tax Year beginning after the Spin-off Date and (ii) Tax Items described in Section 2.3(i) shall be ignored for purposes of this determination.

“ Master Separation Agreement ” means that certain Master Separation Agreement, dated the date hereof, entered into between Noble and Paragon in connection with the Separation.

“ Noble ” has the meaning set forth in the preamble hereto.

“ Noble Business ” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

“ Noble Group ” means Noble and each Subsidiary of Noble (but only while such Subsidiary is a Subsidiary of Noble) other than any Person that is a member of the Paragon Group.

“ Noble Taxes ” has the meaning set forth in Section 2.1(a).

“ Non-Controlling Party ” means the Party that does not have primary responsibility, control and discretion in handling, settling or conducting a Tax Contest pursuant to Section 5.2.

“ Non-Preparer ” means the Party that is not responsible for the preparation and filing of a Joint Return or a Separate Return, as applicable, pursuant to Section 3.1 and Section 3.2.

“ Paragon ” has the meaning set forth in the preamble hereto.

3

“ Paragon Business ” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

“ Paragon Group ” means (i) with respect to any Pre-Spin Period, Paragon and each other Subsidiary of Noble that is (or will be) a Subsidiary of Paragon on the Spin-off Date and (ii) with respect to any Post-Spin Period, Paragon and each Subsidiary of Paragon (but only while such Subsidiary is a Subsidiary of Paragon).

“ Paragon Taxes ” has the meaning set forth in Section 2.2(a).

“ Party ” has the meaning set forth in the preamble hereto.

“ Payment Date ” means (i) with respect to any U.S. federal income tax return, any of (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as applicable, and (ii) with respect to any other Tax Return, any of the corresponding dates determined under the applicable Tax Law.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“ Post-Spin Period ” means any Tax Year (or portion thereof) beginning after the Spin-off Date.

“ Pre-Spin Period ” means any Tax Year (or portion thereof) ending on or before the Spin-off Date.

“ Preparer ” means the Party that is responsible for the preparation and filing of a Joint Return or a Separate Return, as applicable, pursuant to Section 3.1 or Section 3.2.

“ Prime Rate ” means the fluctuating commercial loan rate announced by JPMorgan Chase Bank, National Association from time to time at its New York, NY office as its prime rate or base rate for U.S. Dollar loans in the United States of America in effect on the date of determination.

“ Related Separation Transactions ” means the transactions described in Schedule 1.1.

“ Requesting Party ” has the meaning set forth in Section 6.4.

“ Rulings ” mean (i) PLR-128740-13 issued to Noble and dated October 21, 2013, and (ii) PLR-128741-13, issued to Noble Holding (U.S.) Corporation and dated October 21, 2013.

4

“ Ruling Request ” means Noble’s and Noble Holding (U.S.) Corporation’s request for substantially identical rulings filed with the IRS, dated June 24, 2013 (which incorporates prior submissions dated January 23, 2013, March 8, 2013, May 3, 2013, and May 29, 2013), as supplemented on July 11, 2013, and October 18, 2013 (in each case, including all appendices, schedules, attachments, and exhibits thereto), and additional related email correspondence with the IRS.

“ Separate Return ” means any Tax Return that is not a Joint Return.

“ Separation ” has the meaning set forth in the recitals hereto.

“ Spin-off ” has the meaning set forth in the recitals hereto.

“ Spin-off Date ” means the date on which the Spin-off occurs.

“ Standard Specification Rigs ” means the drilling rigs set forth on Schedule 1.1(c) of the Master Separation Agreement.

“ Subsidiary ” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“ Supplemental IRS Submission ” means any request for a Supplemental Ruling, each supplemental submission and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining any Supplemental Ruling.

“ Supplemental Ruling ” means any private letter ruling obtained by Noble or Paragon from the IRS which supplements or otherwise modifies the Rulings.

“ Supplemental Tax Opinion ” means, with respect to a specified action, an opinion (other than the Tax Opinion) from Tax Counsel to the effect that (subject to any customary assumptions, qualifications, and limitations set forth therein), (i) such action will not preclude the Spin-off from qualifying as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble and its shareholders (except with respect to cash received in lieu of fractional shares) and (ii) any Tax imposed on any part of the Related Separation Transactions will not be increased.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment or other charge in the nature of or in lieu of any tax) imposed by any Governmental Authority and any interest, penalties, additions to tax or additional amounts in respect of the foregoing.

5

“ Tax Authority ” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the Governmental Authority (if any) charged with the assessment, determination or collection of such Tax for such Governmental Authority.

“ Tax Benefit ” means any credit, deduction or other attribute that may have the effect of decreasing any Tax.

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining or recovering Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).

“ Tax Counsel ” means (i) with respect to the Tax Opinion, Baker Botts L.L.P. or (ii) with respect to a Supplemental Tax Opinion, a nationally recognized law firm or accounting firm designated by the Party to whom such opinion is delivered.

“ Tax Detriment ” means any income, gain or other attribute that may have the effect of increasing any Tax.

“ Tax Item ” means any Tax Benefit or Tax Detriment.

“ Tax Law ” means the law of any Governmental Authority and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“ Tax Materials ” means (i) the Rulings, (ii) each IRS Submission, (iii) the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion or Supplemental Tax Opinion, and (iv) any other materials delivered or deliverable by Noble, Paragon and others in connection with the rendering by Tax Counsel of the Tax Opinion or Supplemental Tax Opinion or the issuance by the IRS of the Rulings or any Supplemental Ruling.

“ Tax Opinion ” means the opinion to be delivered by Tax Counsel to Noble in connection with the Spin-off and Related Separation Transactions substantially to the effect that (subject to the assumptions, qualifications and limitations set forth therein) for U.S. federal income tax purposes (i) the Spin-off will qualify as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon and (ii) certain Related Separation Transactions will be Tax-free to the parties involved.

“ Tax Records ” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.

“ Tax Return ” means any report of Taxes due (including estimated Taxes), any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration or document required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

6

“ Tax Year ” means, with respect to any Tax, the year, or other period, if applicable, for which the Tax is reported as provided under applicable Tax Law.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.

Section 1.2 Examples . The operation of various provisions of this Agreement is illustrated by examples in Schedule 1.2 hereto, and this Agreement shall be interpreted in accordance with such examples.

ARTICLE II

TAX LIABILITIES AND TAX BENEFITS

Except as otherwise provided in Section 5.1 (Notices) and Article VI (Assistance and Cooperation), the Parties shall be liable for and indemnify each other against Taxes and reimburse each other for the use of Tax Benefits as prescribed in this Article II and shall make payments with respect to such Taxes and Tax Benefits in accordance with Article IV (Tax Payments).

Section 2.1 Noble Taxes .

(a) Liability for Taxes . For any Tax Year (or portion thereof), Noble shall be liable for and indemnify the Paragon Group against Noble’s allocable portion of Taxes imposed on the Noble Group and the Paragon Group (“ Noble Taxes ”). Such portion shall be determined by taking into account the following Tax Items on a pro forma stand-alone basis (as determined pursuant to Section 2.4(a)):

(i) Tax Detriments resulting from the Spin-off or the Related Separation Transactions, except to the extent that such Tax Detriments are directly attributable to Paragon’s breach of any covenant or representation under Article VII,

(ii) Tax Benefits resulting from the Spin-off or the Related Separation Transactions,

(iii) Tax Detriments (other than Tax Detriments resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Noble Business,

(iv) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Noble Business, and

(v) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Paragon Business, but only to the extent such Tax Benefits are not taken into account in calculating Paragon Taxes under Section 2.2(a)(iii).

7

(b) Payment for Paragon Tax Benefits . Noble shall pay Paragon for any Tax Benefit that is taken into account in calculating Noble Taxes pursuant to Section 2.1(a)(v); provided, however, that payment for any such Tax Benefit arising in a Pre-Spin Period and utilized in a Tax Year beginning before the Spin-off Date shall be required only if the creation or use of such Tax Benefit results from a Tax Contest resolved after the Spin-off Date.

Section 2.2 Paragon Taxes .

(a) Liability for Taxes . For any Tax Year (or portion thereof), Paragon shall be liable for and indemnify the Noble Group against Paragon’s allocable portion of Taxes imposed on the Noble Group and the Paragon Group (“ Paragon Taxes ”). Such portion shall be determined by taking into account the following Tax Items on a pro forma stand-alone basis (as determined pursuant to Section 2.4(a)):

(i) Tax Detriments resulting from the Spin-off or the Related Separation Transactions to the extent that such Tax Detriments are directly attributable to Paragon’s breach of any covenant or representation under Article VII,

(ii) Tax Detriments (other than Tax Detriments resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Paragon Business,

(iii) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Paragon Business, and

(iv) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Noble Business, but only to the extent such Tax Benefits are not taken into account in calculating Noble Taxes under Section 2.1(a)(iv).

(b) Payment for Noble Tax Benefits . Paragon shall pay Noble for any Tax Benefit that is taken into account in calculating Paragon Taxes pursuant to Section 2.2(a)(iv); provided, however, that payment for any such Tax Benefit arising in a Pre-Spin Period and utilized in a Tax Year beginning before the Spin-off Date shall be required only if the creation or use of such Tax Benefit results from a Tax Contest resolved after the Spin-off Date.

Section 2.3 Rules for Determining from which Business a Tax Item Arises . For purposes of Article II, the following rules shall apply to determine from which Business a Tax Item arises:

(a) General Rule . Except to the extent otherwise provided in this Section 2.3, Tax Items shall be deemed to arise from the operation or ownership of the Business to which such items are most closely related.

8

(b) Brazil . Tax Items related to Taxes imposed by a Tax Authority in Brazil for a Tax Year shall be deemed to arise from the operation or ownership of the Noble Business and the Paragon Business in the same proportion as the number of Brazilian High Specification Rig Days bears to the number of Brazilian Standard Specification Rig Days, respectively, for such Tax Year. For the avoidance of doubt, the Parties agree that the allocation of Tax Benefits set forth on Schedule 2.3(b) is consistent with this Section 2.3(b).

(c) Mexico . Tax Items related to Taxes imposed on any member of the Noble Group or the Paragon Group (other than Paragon Offshore Contracting GmbH or Noble Mexico Limited ) by any Governmental Authority in Mexico with respect to a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business; provided , however , that any Taxes resulting from the restructuring or dissolution of any Person listed on Schedule 2.3(c) shall be deemed to arise from the operation or ownership of the Noble Business.

(d) Norway . Net operating losses incurred by Paragon Offshore Drilling AS, Paragon Offshore AS, or Paragon Seillean AS during a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business, provided , however , that any such net operating losses shall be deemed to arise from the operation or ownership of the Noble Business to the extent such losses are used to offset any deferred gains arising in Norway from the operation or ownership of the Noble Business.

(e) Netherlands . Tax Items related to Taxes imposed on Noble-Neddrill International Limited by any Governmental Authority in the Netherlands shall be deemed to arise from the operation or ownership of the Paragon Business. Tax Items related to Taxes imposed on Noble Drilling (Nederland) II B.V. and Noble Resources Limited by any Governmental Authority in the Netherlands shall be deemed to arise from the operation or ownership of the Noble Business.

(f) Standard Specification Jurisdictions . Tax Items related to Taxes imposed by any Governmental Authority in Brunei, Cameroon, Congo, Denmark, Gabon, India, Ivory Coast, Labuan, Malaysia, Nigeria, or Qatar with respect to a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business.

(g) High Specification Jurisdictions . Tax Items related to Taxes imposed by any Governmental Authority in Argentina, Australia, China, Cyprus, Egypt, Israel, Libya, New Zealand, or Saudi Arabia with respect to a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Noble Business.

(h) Overhead Costs . Tax Items related to overhead costs and expenses that do not directly relate to either Business shall be allocated between the Noble Business and the Paragon Business in a manner that is consistent with the practice of the Groups before the Spin-off Date.

(i) Tax Benefits Arising from Equity Awards . Tax Benefits arising from the vesting or payment of an equity award shall be deemed to arise from the operation or ownership of the Business that received the benefit of the services to which such equity award relates, regardless of whether such equity award is paid in the form of Noble stock, Paragon stock, or other consideration. Schedule 2.3(i) sets forth the allocation of specific equity awards in a manner that the Parties agree is consistent with this Section 2.3(i).

9

Section 2.4 Special Rules .

(a) Pro Forma Stand-Alone Basis . For purposes of computing Noble Taxes and Paragon Taxes on a pro forma stand-alone basis, Tax Items shall be taken into account:

(i) only to the extent required or allowable under applicable Tax Law on a pro forma stand-alone basis,

(ii) by using all applicable elections, accounting methods, and conventions used on the Tax Return on which such Tax Items are actually reported,

(iii) by applying the average Tax rate on such Tax Return, provided , however , if any category of Tax Items is subject to a different rate of Tax than other categories of Tax Items on such Tax Return, the average Tax rate applicable to such category of Tax Items reported on the Tax Return shall apply with respect to such Tax Items, and

(iv) by treating Tax Benefits as used in the order specified under applicable Tax Law or, to the extent that such Tax Law does not specify the order of use, used pro rata.

(b) Allocation in Straddle Periods . For purposes of Section 2.1(b) and Section 2.2(b), Tax Benefits arising during any Tax Year that begins on or before and ends after the Spin-off Date shall be treated as arising during the Pre-Spin Period or the Post-Spin Period based on an interim closing of the books as of and including the day of the Spin-off Date. Notwithstanding the foregoing, Tax Items attributable to any such Tax Year that are calculated on an annualized basis (including depreciation, amortization and depletion deductions) shall be apportioned between the Pre-Spin Period and the Post-Spin Period on a daily pro rata basis.

(c) Differences between Taxes Shown on Joint Return and Taxes Computed on a Pro Forma Stand-Alone Basis . If, without regard to this Section 2.4(c), the sum of Noble Taxes and Paragon Taxes relating to a Joint Return is different from the amount of Tax shown on such Joint Return, then the Tax shown on such Joint Return shall be allocated between the Parties in the same proportion as the amount of Noble Taxes or Paragon Taxes, as appropriate, bears to the sum of Noble Taxes and Paragon Taxes relating to such Joint Return.

10

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

Section 3.1 Joint Returns .

(a) Preparer of Joint Returns . Noble shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Joint Returns required to be filed under applicable Tax Law by a member of the Noble Group. Paragon shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Joint Returns required to be filed under applicable Tax Law by a member of the Paragon Group.

(b) Procedures Governing Joint Returns . The Preparer shall make any Joint Return, or relevant portion thereof, available to the Non-Preparer within a reasonable time period before the Joint Return is due, taking into account any extensions that the Preparer files, and shall consider in good faith any comments on such Tax Return that are provided in writing by the Non-Preparer, which comments shall be provided within a reasonable time period after such Tax Return is made available to the Non-Preparer. Furthermore, with respect to any Joint Return, the Preparer shall not take (and shall cause the members of the Preparer’s Group not to take) any position that it knows, or reasonably should know, is inconsistent with the past practice of the Groups.

Section 3.2 Separate Returns.

(a) Preparer of Separate Returns—General Rule . Except as provided in Section 3.2(b), Noble shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Noble Business. Paragon shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Paragon Business. For purposes of this Section 3.2(a), (i) Tax Items carried forward from a Tax Year beginning on or before the Spin-off Date to a Tax Year beginning after the Spin-off Date and (ii) Tax Items described in Section 2.3(i) shall be ignored.

(b) Special Rule for Certain Mexican Returns . Noble shall have full control over the filing of any Separate Returns to the extent related to Mexican tax receivables described in Section 4.3.

Section 3.3 Special Rules Relating to the Preparation of Tax Returns .

(a) General Rule . Except as otherwise provided in this Agreement, the Party responsible for filing (or causing to be filed) a Tax Return pursuant to Section 3.1 or Section 3.2 shall have the exclusive right, in its sole discretion, with respect to such Tax Return to determine (i) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used, and the manner in which any Tax Item shall be reported, (ii) whether any extensions may be requested, (iii) whether an amended Tax Return shall be filed, (iv) whether any claims for refund shall be made, (v) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax and (vi) whether to retain outside firms to prepare or review such Tax Return.

11

(b) Paragon Returns . With respect to any Separate Return Paragon is obligated to file pursuant to Section 3.2, Paragon shall not take (and shall cause the members of the Paragon Group not to take) any position that it knows, or reasonably should know, would adversely affect any member of the Noble Group. Furthermore, with respect to any such Separate Return, Paragon shall not take (and shall cause the members of the Paragon Group not to take) any position that it knows, or reasonably should know, is inconsistent with the past practice of the Noble Group or the Paragon Group.

(c) Reimbursement for Costs Incurred by Preparer . The Non-Preparer of a given Tax Return may request that the Preparer amend such Tax Return for the benefit of the Non-Preparer. If the Preparer agrees, in its sole discretion, to amend such Tax Return, the Preparer shall be entitled to reimbursement from the Non-Preparer for any reasonable third-party costs that are attributable to the Non-Preparer’s request, to the extent those costs exceed $50,000.

(d) Allocation of Tax Items Between Joint Return and Related Separate Return . Notwithstanding Section 3.3(a), if Tax Items are allocated between a Joint Return and any related Separate Return, then the Preparer of such Separate Return shall (and shall cause the members of its Group to) file the related Separate Return in a manner that is consistent with the reporting of such Tax Items on the Joint Return.

(e) Standard of Performance . The Parties shall prepare (or cause to be prepared) Joint Returns with the same general degree of care used in preparing Separate Returns.

Section 3.4 Financial Accounting Reports . With respect to Tax Items that are reflected on Noble’s financial accounting books, Paragon shall not prepare its financial accounting books in a manner that is inconsistent with Noble’s reporting of such Tax Items.

ARTICLE IV

TAX PAYMENTS

Section 4.1 Payment of Taxes to Tax Authorities . Noble shall be responsible for remitting (or causing to be remitted) to the proper Tax Authority all Tax shown (including Taxes for which Paragon is wholly or partially liable pursuant to Section 2.2) on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1 or Section 3.2, and Paragon shall be responsible for remitting (or causing to be remitted) to the proper Tax Authority all Tax shown (including Taxes for which Noble is wholly or partially liable pursuant to Section 2.2) on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1 or Section 3.2.

Section 4.2 Indemnification Payments .

(a) Tax Payments Made by the Paragon Group . If any member of the Paragon Group remits a payment to a Tax Authority for Taxes for which Noble is wholly or partially liable under this Agreement, Noble shall remit the amount for which it is liable to Paragon within 30 Business Days after receiving written notification requesting such amount.

12

(b) Tax Payments Made by the Noble Group . If any member of the Noble Group remits a payment to a Tax Authority for Taxes for which Paragon is wholly or partially liable under this Agreement, Paragon shall remit the amount for which it is liable to Noble within 30 Business Days after receiving written notification requesting such amount.

(c) Credit for Prior Deemed Tax Payments . For purposes of Section 4.2, (i) the portion of Taxes paid by the Noble Group to a Tax Authority for which Paragon is wholly or partially liable and (ii) the portion of Taxes paid by the Paragon Group to a Tax Authority for which Noble is wholly or partially liable will be determined by assuming that Paragon and Noble, as appropriate, previously paid the amounts specified in Schedule 4.2(c) with respect to Taxes.

(d) Payments for Tax Benefits .

(i) If a member of the Noble Group uses a Tax Benefit for which Paragon is entitled to reimbursement pursuant to Section 2.1(b), Noble shall pay to Paragon, within 30 Business Days following the use of such Tax Benefit, an amount equal to the deemed value of such Tax Benefit, as determined in Section 4.2(d)(iv).

(ii) If a member of the Paragon Group uses a Tax Benefit for which Noble is entitled to reimbursement pursuant to Section 2.2(b), Paragon shall pay to Noble, within 30 Business Days following the use of such Tax Benefit, an amount equal to the deemed value of such Tax Benefit, as determined in Section 4.2(d)(iv).

(iii) For purposes of this Agreement, a Tax Benefit will be considered used (A) in the case of a Tax Benefit that generates a Tax refund, at the time such Tax refund is received and (B) in all other cases, at the time the Tax Return is filed with respect to such Tax Benefit or, if no Tax Return is filed, at the time the Tax would have been due in the absence of such Tax Benefit.

(iv) The deemed value of any such Tax Benefit will be (A) in the case of a Tax credit, the amount of such credit or (B) in the case of a Tax deduction, an amount equal to the product of (1) the amount of such deduction and (2) the highest statutory rate applicable under Section 11 of the Code or other applicable rate under state, local or foreign law, as appropriate.

Section 4.3 Special Rule for Payment of Certain Mexican Tax Receivables . Notwithstanding any other provision of this Agreement, Paragon shall pay to Noble any amounts received from (or utilized as an offset or credit against Taxes imposed by) any Tax Authority in Mexico that relate to the aggregate tax receivables found on the statutory books of the Persons listed in Schedule 4.3 as of June 30, 2014.

Section 4.4 Special Rule for 2013 Brazilian Taxes and Refunds . Notwithstanding any other provision of this Agreement, any additional Tax due to any Tax Authority in Brazil with respect to the 2013 Tax Year shall be the responsibility of Paragon, and

13

Paragon shall reimburse Noble for any such Taxes paid by the Noble Group to any Tax Authority in Brazil. Likewise, and notwithstanding any other provision of this Agreement, Paragon shall be entitled to any refund of Taxes previously paid by the Noble Group or the Paragon Group to any Tax Authority in Brazil with respect to the 2013 Tax Year, and Noble shall remit to Paragon any such refund received by the Noble Group.

Section 4.5 Special Rule for Brazilian Judicial Deposit . Notwithstanding any other provision in the Agreement, Paragon shall pay to Noble any amounts, including accrued interest, arising out of lawsuit number 0018408-55.2009.4.02.5101 filed before the 15th Federal Court of Rio de Janeiro against the Principal of Itaguai Port Customs Office in Brazil that relate to the guarantee deposit for the Noble Dave Beard. Any such payment by Paragon shall be net of any Brazilian tax expense related to the interest income (on the Judicial Deposit), so that Paragon is made whole for the interest income.

Section 4.6 Special Rule for U.S. Refunds . Notwithstanding any other provision of this Agreement, Noble shall be entitled to any refund of Taxes previously paid by the Noble Group or the Paragon Group to any Tax Authority in the United States to the extent such refund arises as the result of the payment of additional Taxes in Mexico for Tax Years 2002 through 2006 under Mexico’s amnesty program.

Section 4.7 Initial Determinations and Subsequent Adjustments . The initial determination of the amount of any payment that one Party is required to make to another under this Agreement shall be made on the basis of the Tax Return as filed, or, if the Tax to which the payment relates is not reported in a Tax Return, on the basis of the amount of Tax initially paid to the Tax Authority. The amounts paid under this Agreement will be redetermined, and additional payments relating to such redetermination will be made, as appropriate, if as a result of an audit by a Tax Authority, an amended Tax Return, an actual or deemed payment under Section 4.2 in excess of the amounts owed thereunder, or for any other reason (i) additional Taxes to which such redetermination relates are subsequently paid, (ii) a refund of such Taxes is received, (iii) the Group to which a Tax Item is allocated changes or (iv) the amount or character of any Tax Item is adjusted or redetermined. Each payment required by the immediately preceding sentence (i) as a result of a payment of additional Taxes will be due 30 Business Days after the date on which the additional Taxes were paid, (ii) as a result of the receipt of a refund will be due 30 Business Days after the refund was received, (iii) as a result of a change in the allocation of a Tax Item will be due 30 Business Days after the date on which the final action resulting in such change is taken by a Tax Authority or either Party or any member of its Group or (iv) as a result of an adjustment or redetermination of the amount or character of a Tax Item will be due 30 Business Days after the date on which the final action resulting in such adjustment or redetermination is taken by a Tax Authority or either Party or any member of its Group. If a payment is made as a result of an audit by a Tax Authority which does not conclude the matter, further adjusting payments will be made, as appropriate, to reflect the outcome of subsequent administrative or judicial proceedings.

Section 4.8 Interest on Late Payments . Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, within 30 Business Days after written demand for payment is made (the “ Due Date ”) shall bear interest for the period from and including the date immediately following the Due Date through

14

and including the date of payment at a per annum rate fixed at the Prime Rate plus 2% per annum, subject to any maximum amount permitted by applicable Law, on the Due Date (or, if the Due Date is not a business day, as of 11:00 a.m. New York, NY time on the first business day following the Due Date). Such rate shall be redetermined at the beginning of each calendar quarter following such Due Date. Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

Section 4.9 Payments by or to Other Group Members . When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment which is required to be made by or to Noble or Paragon may be made by or to another member of the Noble Group or the Paragon Group, as appropriate, but nothing in this Section 4.9 shall relieve Noble or Paragon of its obligations under this Agreement.

Section 4.10 Procedural Matters . Any written notice for indemnification delivered to the indemnifying Party in accordance with Section 8.4 shall state the amount due and owing together with a schedule calculating in reasonable detail such amount (and shall include any relevant Tax Records, statement, bill or invoice related to such Taxes, costs, expenses or other amounts due and owing). All payments required to be made by one Party to the other Party pursuant to this Article IV shall be made in U.S. Dollars by electronic, same day wire transfer. Payments shall be deemed made when received. If the indemnifying Party fails to make a payment to the indemnified Party within the time period set forth in this Article IV, the indemnifying Party shall pay to the indemnified Party, in addition to interest that accrues pursuant to Section 4.8, any costs or expenses incurred by the indemnified Party to secure such payment or to satisfy the indemnifying Party’s portion of the obligation giving rise to the indemnification payment.

Section 4.11 Tax Consequences of Payments . For all Tax purposes and to the extent permitted by applicable Tax Law, the Parties shall characterize any payment made pursuant to this Agreement in the same manner as if such payment were a capital contribution by Noble to Paragon or a distribution by Paragon to Noble, as the case may be, immediately prior to the Spin-off Date. If any such payment (or portion thereof) causes, directly or indirectly, an increase in the Taxes owed by the recipient (or any of the members of its Group) under one or more applicable Tax Laws through withholding or otherwise, the payor’s payment obligation (or portion thereof) under this Agreement shall be grossed up to take into account any additional Taxes that may be owed by the recipient (or any of the members of its Group) as a result of such payment. In the event that a Tax Authority asserts that Noble’s or Paragon’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Section 4.11, Noble or Paragon, as appropriate, shall use its commercially reasonable efforts to contest such assertion.

15

ARTICLE V

TAX CONTESTS

Section 5.1 Notices . Each Party shall provide prompt notice to the other Party of any pending or threatened Tax Contest of which it becomes aware relating to (i) Taxes for which it may be indemnified by the other Party hereunder, (ii) the qualification of the Spin-off as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon, or (iii) any change in the Tax treatment of the Related Separation Transactions. Such notice shall contain factual information (to the extent known by the notifying Party or its agents or representatives) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If (i) an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder, (ii) such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability, and (iii) the indemnifying Party has the right, pursuant to Section 5.2, to control the Tax Contest relating to such Tax liability, then (A) if the indemnifying Party is precluded from contesting the asserted Tax liability as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability and (B) if the indemnifying Party is not precluded from contesting the asserted Tax liability, but such failure to give prompt notice results in a monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 5.2 Control of Tax Contests .

(a) General Rule . Except as otherwise provided in this Section 5.2, the Preparer of any Tax Return shall be the Controlling Party with respect to any Tax Contest involving a Tax reported on such Tax Return.

(b) Tax Contests Involving Certain Taxes Reported on a Joint Return . The Non-Preparer shall be the Controlling Party with respect to that portion of any Tax Contest involving a Tax or Tax Benefit reported on a Joint Return where the Non-Preparer is liable for such Tax or entitled to reimbursement for such Tax Benefit under this Agreement and such Tax or Tax Benefit is separable from all other Taxes or Tax Benefits reported on such Joint Return; provided, however , that Noble shall be the Controlling Party with respect to any Tax Contest involving Separation Tax Items.

(c) Tax Contests Involving Taxes Reported on Certain Brazilian Tax Returns . The Parties shall use all commercially reasonable means to mitigate the assessment of Taxes by any Tax Authority in Brazil and shall share all reasonable third-party costs that are attributable to such mitigation in the same proportion as the number of Brazilian High Specification Rig Days bears to the number of Brazilian Standard Specification Rig Days, respectively, for such Tax Year.

16

(d) Tax Contests Involving Mexican Tax Receivables . Noble shall be the Controlling Party with respect to any Tax Contest to the extent related to Mexican tax receivables described in Section 4.3. Noble shall reimburse Paragon for any reasonable third-party costs incurred by the Paragon Group in connection with such contest.

(e) Non-Controlling Party Participation Rights . With respect to any Tax Contest involving a Tax for which the Non-Controlling Party may be liable, or a Tax Benefit to which the Non-Controlling Party may be entitled to reimbursement under this Agreement, (i) the Non-Controlling Party shall, at its own cost and expense, be entitled to participate in such Tax Contest, (ii) the Controlling Party shall keep the Non-Controlling Party reasonably informed and consult in good faith with the Non-Controlling Party and its Tax advisors with respect to any issue relating to such Tax Contest, (iii) the Controlling Party shall provide the Non-Controlling Party with copies of all correspondence, notices and other written materials received from any Tax Authority and shall otherwise keep the Non-Controlling Party and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax Authority, (iv) the Non-Controlling Party may request that the Controlling Party take a position in respect of such Tax Contest, and the Controlling Party shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code), (B) the adoption of such position would not reasonably be expected to increase the Taxes for which the Controlling Party is liable, or decrease the Tax Benefit for which it is entitled to reimbursement, under this Agreement (unless the Non-Controlling Party agrees to indemnify and hold harmless the Controlling Party from such increase in Taxes or reduction in Tax Benefits), and (C) the Non-Controlling Party agrees to reimburse the Controlling Party for any reasonable third-party costs that are attributable to the Non-Controlling Party’s request, to the extent those costs exceed $50,000, (v) the Controlling Party shall provide the Non-Controlling Party with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give good faith consideration to any comments or suggested revisions that the Non-Controlling Party or its Tax advisors may have with respect thereto, and (vi) there will be no settlement, resolution or closing or other agreement with respect thereto without the consent of the Non-Controlling Party, which consent shall not be unreasonably withheld or delayed.

ARTICLE VI

ASSISTANCE AND COOPERATION

Section 6.1 Provision of Information .

(a) Information with Respect to Joint Returns . At the written request of the Preparer, the Non-Preparer shall provide the Preparer with (A) all Tax Records or other information then in the possession of the Non-Preparer’s Group that are reasonably necessary for the Preparer to properly and timely file all Joint Returns and (B) to the extent applicable Tax Law permits Tax Items allocable to the Non-Preparer pursuant to Article II to be taken into account separately from Tax Items allocable to the Preparer pursuant to Article II, pro forma portions of such Joint Returns, prepared in a format reasonably acceptable to the Preparer and which include only Tax Items allocable to the Non-Preparer pursuant to Article II. The Non-Preparer shall provide the materials described in subclauses (A) and (B) of the preceding

17

sentence no later than thirty days after the date of the Preparer’s written request. However, if the Preparer requests any such information within the thirty day period ending on the due date of such Joint Return, taking into account applicable extensions, the Non-Preparer shall provide such information as soon as commercially reasonable. If the Non-Preparer fails to provide such materials within the time period described in this Section 6.1 and in the form reasonably requested by the Preparer to permit the timely filing of any Joint Return, then, notwithstanding any other provision of this Agreement, the Non-Preparer shall be liable for, and shall indemnify and hold harmless each member of the Preparer’s Group from and against, any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any resulting delay in filing such return, to the extent such penalties, interest or additional amounts in respect of Taxes are directly attributable to the delay in providing such information. If the Non-Preparer provides such materials within the time period described in this Section 6.1(a) in the form reasonably requested by the Preparer to permit the timely filing of a Joint Return, then, notwithstanding any other provision of this Agreement, the Preparer shall be liable for, and shall indemnify and hold harmless each member of the Non-Preparer’s Group from and against, any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any delay in filing such return.

(b) Information with Respect Tax Payments . At the written request of the Preparer, the Non-Preparer shall provide the Preparer with all Tax Records or other information then in the possession of the Non-Preparer’s Group that the Preparer reasonably requests in order to determine the amount of Taxes due on any Payment Date with respect to a Joint Return. The Non-Preparer shall provide such information no later than thirty days from the date of the Preparer’s written request. However, if the Preparer requests any such information within the thirty day period ending on the Payment Date, the Non-Preparer shall provide such information as soon as commercially reasonable. If the Non-Preparer fails to provide such information within the time period described in this Section 6.1(b) and in the form reasonably requested by the Preparer to permit the timely payment of such Taxes, the indemnification principles of Section 6.1(a) shall apply with respect to any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any resulting delay in paying such Taxes, to the extent such penalties, interest, or additional amounts in respect of Taxes are directly attributable to the delay in providing such information.

(c) Information with Respect to Separate Returns . At the written request of the Preparer, the Non-Preparer shall provide the Preparer with all Tax Records or other information then in the possession of the Non-Preparer’s Group that the Preparer reasonably requests in order to properly and timely file all Separate Returns for which the Preparer is responsible pursuant to Section 3.2. Such information shall be provided within the time period prescribed by Section 6.1(a) for the provision of information for Joint Returns. If the Non-Preparer fails to provide such information within the time period described in Section 6.1(a) and in the form reasonably requested by the Preparer to permit the timely filing of a Separate Return, the indemnification principles of Section 6.1(a) shall apply with respect to any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any resulting delay in filing such return, to the extent such penalties, interest, or additional amounts in respect of Taxes are directly attributable to the delay in providing such information.

18

(d) Information with Respect to Tax Contests . At the written request of the Controlling Party, the Non-Controlling Party shall provide the Controlling Party with all Tax Records or other information then in the possession of the Non-Controlling Party’s Group that the Controlling Party reasonably requests in order to handle, settle or conduct the Tax Contest.

Section 6.2 Reliance on Exchanged Information . If a member of the Paragon Group supplies Tax Records or other information to a member of the Noble Group, or a member of the Noble Group supplies Tax Records or other information to a member of the Paragon Group, and an officer of the requesting Group member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such Tax Records or other information, then a duly authorized officer of the Group member supplying such Tax Records or other information shall certify, to such officer’s knowledge and belief, the accuracy and completeness of the Tax Records or other information so supplied.

Section 6.3 Provision of Assistance and Cooperation .

(a) Assistance with Respect to Joint Returns . At the written request of the Preparer, the Non-Preparer shall take (and shall cause its Subsidiaries to take), at the Preparer’s own cost and expense, any action ( e.g., filing a ruling request with the relevant Tax Authority or executing a limited power of attorney) that is reasonably necessary in order for the Preparer’s Group to prepare, file, amend or take any other action with respect to a Joint Return. If the Non-Preparer fails to take, or cause to be taken, any such requested action, the indemnification principles of Section 6.1(a) shall apply with respect to any penalties, interest, or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of a failure to take any such requested action, to the extent such penalties, interest, or additional amounts in respect of Taxes are directly attributable to the failure to take such action.

(b) Assistance with Respect to Tax Contests . At the request of the Controlling Party, the Non-Controlling Party shall take (and shall cause its Subsidiaries to take) any action ( e.g. , executing a limited power of attorney) that is reasonably necessary in order for the Controlling Party’s Group to handle, settle or conduct the Tax Contest. Each Party shall assist the other Party in taking (or causing to be taken) any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Controlling Party shall reimburse the Non-Controlling Party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 6.3(b). The Controlling Party shall have no obligation to indemnify the Non-Controlling Party for any additional Taxes resulting from the Tax Contest, if the Non-Controlling Party fails to provide assistance in accordance with this Section 6.3(b), to the extent such additional Taxes are directly attributable to the Non-Controlling Party’s failure to provide such assistance.

19

(c) Cooperation . In addition to the obligations enumerated elsewhere in this Article VI, Noble and Paragon shall cooperate (and shall cause their respective Subsidiaries to cooperate) with each other and with each other’s agents and representatives, including their respective accounting firms and legal counsel, in connection with Tax matters, including, making available to each other, as reasonably requested and available, personnel (including officers, employees and agents of the Parties or their Subsidiaries) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any Tax Contest. Furthermore, the Parties shall cooperate (and cause their respective Subsidiaries to cooperate) to ensure compliance with the obligations listed in Schedule 6.3(c) hereto by the Party responsible for such obligation under this Agreement.

Section 6.4 Supplemental Rulings and Supplemental Tax Opinions . Each of the Parties agrees that at the reasonable request of the other Party (the “ Requesting Party ”), such Party shall cooperate and use reasonable efforts to (and shall cause its Subsidiaries to cooperate and use reasonable efforts to) assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS and/or a Supplemental Tax Opinion from Tax Counsel. Within 30 Business Days after receiving an invoice from the other Party therefor, the Requesting Party shall reimburse such Party for all reasonable costs and expenses incurred by such Party and the members of its Group in connection with assisting the Requesting Party in obtaining any Supplemental Ruling or Supplemental Tax Opinion. Notwithstanding the foregoing, no Party shall be required to file any Supplemental IRS Submission unless the other Party represents to the filing Party that (i) it has reviewed the Supplemental IRS Submission and (ii) all information and representations, if any, relating to any member of the other Party’s Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.

Section 6.5 Withholding and Reporting . With respect to stock of Noble delivered to any Person, Noble and Paragon shall cooperate (and shall cause their respective Subsidiaries to cooperate) so as to permit Noble to discharge any applicable Tax withholding and Tax reporting obligations, including the appointment of Paragon or one or more of its Subsidiaries as the withholding and reporting agent if Noble or one or more of its Subsidiaries is not otherwise required or permitted to withhold and report under applicable Tax Law.

Section 6.6 Retention of Tax Records . Each of Noble and Paragon shall preserve (and shall cause their respective Subsidiaries to preserve) all Tax Records that are in their possession (or in the possession of their respective Subsidiaries), and that could affect the liability of any member of the other Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitation, as extended and (ii) 7 years after the Spin-off Date.

Section 6.7 Confidentiality . The provisions of Section 7.13 of the Master Separation Agreement shall govern the confidentiality, disclosure, and use of Confidential Information (as defined therein) relating to Taxes.

20

ARTICLE VII

RESTRICTION ON CERTAIN ACTIONS OF THE GROUPS

Section 7.1 General Restrictions . Following the Effective Date, Noble and Paragon shall not (and shall cause their respective Subsidiaries not to) take any action that, or fail to take any action the failure of which would be inconsistent with (i) the qualification of the Spin-off as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon or (ii) the Tax-free treatment of the Related Separation Transactions.

Section 7.2 Restricted Actions Relating to Tax Materials . Without limiting the other provisions of this Article VII, following the Effective Date, Noble and Paragon shall not (and shall cause their respective Subsidiaries not to) take any action that, or fail to take any action the failure of which to take, would be reasonably likely to be inconsistent with, or cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Tax Materials.

Section 7.3 Certain Paragon Actions Following the Spin-off .

(a) General Rule . Except as provided in Section 7.3(b), and without limiting the other provisions of this Article VII, during the two-year period beginning on the Spin-off Date, Paragon shall not take or enter into a binding agreement to take (and shall cause its Subsidiaries not to take or enter into a binding agreement to take) any of the following actions:

(i) the liquidation of Paragon;

(ii) the sale of all or substantially all of the assets that constitute the Paragon Business to any Person other than an entity that is and will be wholly-owned, directly or indirectly, by Paragon;

(iii) the transfer of any assets in a transaction described in subparagraphs (A), (C), (D), (F), or (G) of Section 368(a)(1) to another entity, other than an entity that is and will be wholly-owned, directly or indirectly, by Paragon;

(iv) the transfer of all or substantially all of the assets that constitute the Paragon Business in a transaction described in Section 351 or Section 721 other than a transfer to a corporation or partnership that is and will be wholly-owned, directly or indirectly, by Paragon;

(v) the issuance of stock (or any instrument that is convertible or exchangeable into any such stock) other than an issuance to which Treasury Regulations §§ 1.355-7(d)(8) or (9) applies;

(vi) the facilitation of or other participation in any acquisition (or deemed acquisition) of stock of Paragon that would result in any shareholder owning (or being deemed to own after applying the rules of Sections 355(e)(4)(C) and 355(e)(3)(B) of the Code) forty percent (40%) or more (by vote or value) of the outstanding stock of Paragon; or

21

(vii) the redemption or other repurchase of any stock other than pursuant to open market stock repurchase programs meeting the requirements of Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696, as in effect prior to its amendment by Rev. Proc. 2003-48, 2003-2 C.B. 86.

(b) Opinion of Counsel with Respect to Restricted Actions . Paragon may take (or cause its Subsidiaries to take) one or more of the actions listed in Section 7.3(a) if Paragon obtains from Tax Counsel a Supplemental Tax Opinion that is reasonably satisfactory to Noble.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Entire Agreement . This Agreement, together with the Master Separation Agreement, the Ancillary Agreements, and the Schedules referenced or attached hereto and thereto, constitutes the entire agreement and understanding between Noble and Paragon with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 8.2 Governing Law . This Agreement shall be governed and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction.

Section 8.3 Termination . This Agreement may be terminated at any time by mutual consent of Noble and Paragon. In the event of termination pursuant to this Section, no Party shall have any Liability of any kind to any other Party by reason of this Agreement or such termination.

Section 8.4 Notices . Unless expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered or (ii) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a party as it shall have specified by like notice.

Section 8.5 Counterparts . This Agreement, including the Schedules hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

22

Section 8.6 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors. This Agreement may not be assigned by any Party, except that Noble may assign any or all of its rights, interests and obligations hereunder to any Affiliate, as the case may be, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein

Section 8.7 No Third party Beneficiaries . This Agreement is solely for the benefit of the Parties and their respective Groups and is not intended to confer upon any other Person except the Parties and their respective Groups any rights or remedies hereunder.

Section 8.8 Severability . If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 8.9 Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 8.10 Amendment . No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties; provided, that Noble may, in its sole discretion, amend this Agreement to conform the text of this Agreement to any provision contained in the Distribution Information Statement (as defined in the Master Separation Agreement) that purports to describe this Agreement.

Section 8.11 Authority . Each of the Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement on or prior to the Spin-off Date and (d) this Agreement creates legal, valid and binding obligations, enforceable against it in accordance with its respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

23

Section 8.12 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or the Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

Section 8.13 Construction . This Agreement shall be construed as if jointly drafted by Paragon and Noble and no rule of construction or strict interpretation shall be applied against any Party.

Section 8.14 Performance Guarantees . Noble and Paragon shall cause to be performed, and hereby guarantee the performance of, all actions, agreements and obligations set forth herein to be performed by their respective Affiliates.

Section 8.15 Limitation of Liability . IN NO EVENT SHALL ANY MEMBER OF THE NOBLE GROUP OR THE PARAGON GROUP OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 8.16 Predecessors or Successors . Any reference to Noble, Paragon, a Person or a Subsidiary in this Agreement shall include any predecessors or successors ( e.g. , by merger or other reorganization, liquidation or conversion) of Noble, Paragon, such Person or such Subsidiary, respectively.

Section 8.17 Expenses . Except as otherwise expressly provided for herein, each Party and its Subsidiaries shall bear their own expenses incurred in connection with the preparation of Tax Returns and other matters related to Taxes under the provisions of this Agreement for which they are liable.

Section 8.18 Effective Date . This Agreement shall become effective on the date recited above on which the Parties entered into this Agreement.

Section 8.19 Change in Law . Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.

Section 8.20 Disputes . The procedures for discussion, negotiation and arbitration set forth in Article V of the Master Separation Agreement, once executed, shall apply to all disputes, controversies or claims (whether sounding in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement.

24

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date set forth above.

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

BETWEEN

NOBLE CORPORATION

AND

PARAGON OFFSHORE PLC

TABLE OF CONTENTS

Page

i

ii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT is entered into as of July 31, 2014 between Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“ Noble ”), and Paragon Offshore plc, a public limited company registered in England and Wales (“ Paragon ”). Noble and Paragon are sometimes hereinafter collectively referred to as the “ Parties ” and each individually as a “ Party .”

RECITALS

WHEREAS, Noble and Paragon have entered into a Master Separation Agreement, dated on or about the date hereof (as amended, restated or otherwise modified from time to time in accordance with its terms, the “ Separation Agreement ”);

WHEREAS, Noble and Paragon currently contemplate that Noble Corporation plc, a company incorporated in England and Wales and the parent company of Noble (“ Parent ”), will distribute all of Paragon’s ordinary shares, nominal value $0.01 per share, as a special dividend to the shareholders of Noble plc on a pro rata basis; and

WHEREAS, pursuant to the Separation Agreement, the Parties have agreed to allocate among them the assets, liabilities and responsibilities with respect to certain employee compensation, benefit plans and programs, and other employment matters in accordance with the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

Wherever used in this Agreement, the following terms shall have the meanings indicated below, unless a different meaning is plainly required by the context. In this Agreement, unless the context clearly indicates otherwise, the principles of interpretation set forth in Section 1.2 of the Separation Agreement and construction set forth in Section 7.4 of the Separation Agreement (of which this Agreement is an Ancillary Agreement, as defined therein) shall apply.

“ 2012 PVRSU Grants ” has the meaning set forth in Section 7.1(b)(iii)(2).

“ Agreement ” means this Employee Matters Agreement, including schedules, and all amendments made hereto from time to time.

“ Ancillary Agreements ” has the meaning set forth in the Separation Agreement.

1

“ APM ” means the employment-related provisions of the Noble Administrative Policy Manual.

“ Assumed Plans ” means the Noble Plans listed in Schedule 2.1(a) to this Agreement.

“ Brazil Services Agreement ” means that certain Transition Services Agreement with respect to Brazil entered into by Noble, Paragon and certain affiliates of each of Noble and Paragon, dated on or about the date hereof, as the same may be amended, restated or otherwise modified from time to time in accordance with its terms.

“ Cancelled Award ” means an award of Parent TVRSUs or the portion of an award of Parent PVRSUs that is cancelled pursuant to Section 7.1(b).

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as codified in Section 4980B of the Code and Sections 601 through 608 of ERISA, and any similar Law, together with all regulations and proposed regulations promulgated thereunder.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Continuation Period ” means the period from the date Paragon assumes responsibility for any Assumed Plan or Replicated Plan through the last day of the calendar year following the calendar year in which the Distribution Date occurs.

“ Dispute ” has the meaning set forth in Section 10.6.

“ Distribution ” has the meaning set forth in the Recitals hereof, as the same is further described in the Separation Agreement.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ DOL ” means the United States Department of Labor.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ FMLA ” means the U.S. Family and Medical Leave Act, as amended.

“ Government Authority ” has the meaning set forth in the Separation Agreement.

“ HIPAA ” means the U.S. Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time.

“ IRS ” means the United States Internal Revenue Service.

“ Law ” has the meaning set forth in the Separation Agreement.

2

“ Noble ” means Noble Corporation, a company organized under the laws of the Cayman Islands; provided, that references to Noble hereunder shall include, when appropriate, references to Parent.

“ Noble 401(k) Plan ” means the Noble Drilling Services Inc. 401(k) Savings Plan.

“ Noble Business ” has the meaning set forth in the Separation Agreement.

“ Noble Defined Benefit Listed Plans ” means the Noble Plans, if any, described in Schedule 3.2, which constitute non-U.S. defined benefit pension arrangements.

“ Noble Defined Contribution Transferor Plans ” means the Noble Plans described in Schedule 4.1, which constitute defined contribution pension arrangements, whether qualified for tax purposes or nonqualified.

“ Noble Employee ” means any individual who is employed in the Noble Business during the relevant time period.

“ Noble End of Service Benefits ” has the meaning set forth in Section 6.2(b).

“ Noble Group ” means Parent and each direct or indirect Subsidiary (but only while such Subsidiary is a Subsidiary of Parent) other than any Subsidiary that is a member of the Paragon Group.

“ Noble Legacy Compensation Obligation ” has the meaning set forth in Section 6.2(a)(ii).

“ Noble Seconded Employees ” has the meaning set forth in Section 2.5(a).

“ Noble Successor Plan ” means a plan adopted and maintained by Noble to replicate the benefits under an Assumed Plan for employees who are intended to be Retained Employees, it being understood that a Noble Successor Plan may also be maintained for the benefit of other Noble Employees in addition to any Retained Employees.

“ NYSE ” means the New York Stock Exchange.

“ Paragon ” means Paragon Offshore plc, a public limited company registered under the laws of England and Wales. In all such instances in which Paragon is referred to in this Agreement, it shall also be deemed to include a reference to each member of the Paragon Group, unless it specifically provides otherwise; Paragon shall be solely responsible for ensuring that each member of the Paragon Group complies with the applicable terms of this Agreement.

“ Paragon 401(k) Plan ” means the Replicated Plan that comprises Paragon’s tax-qualified U.S. 401(k) defined contribution plan.

“ Paragon Business ” has the meaning set forth in the Separation Agreement.

3

“ Paragon Defined Contribution Transferor Plan ” means any Assumed Plans for purposes of Section 4.2, which constitute defined contribution pension arrangements, whether qualified for tax purposes or nonqualified.

“ Paragon Director Plan ” has the meaning set forth in Section 7.2(b).

“ Paragon Employee ” means any individual who is employed in the Paragon Business during the relevant time period, whether as a Transferred Employee or otherwise.

“ Paragon Group ” (i) with respect to any pre-Distribution period, means Paragon and each other Subsidiary of Parent that is (or will be) a Subsidiary of Paragon on the Distribution Date and (ii) with respect to any post-Distribution period, has the meaning set forth in the Separation Agreement.

“ Paragon LTIP ” has the meaning set forth in Section 7.2(a).

“ Paragon Price Ratio ” means (i) the “regular way” average closing price of a share of Parent stock during the ten (10) trading-day period ending on the Distribution Date to (ii) the average closing price of a share of Paragon stock during the ten (10) trading-day period after the Distribution Date, as reported on the NYSE.

“ Paragon PVRSUs ” has the meaning set forth in Section 7.1(b)(iii)(2).

“ Paragon Seconded Employees ” has the meaning set forth in Section 2.5(b).

“ Paragon TVRSUs ” has the meaning set forth in Section 7.1(b)(ii).

“ Parent ” means Noble Corporation plc, a public limited company incorporated under the laws of England and Wales.

“ Parent 1991 Plan ” means the Noble Corporation 1991 Stock Option and Restricted Stock Plan, as amended.

“ Parent 1992 Plan ” means the Sixth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors.

“ Parent PVRSUs ” has the meaning set forth in Section 7.1(b)(iii)(1).

“ Parent TVRSUs ” has the meaning set forth in Section 7.1(b)(ii).

“ Participating Company ” means, with respect to a Plan, any Noble Group or Paragon Group member that has been approved for participation in, has accepted participation in, or which is otherwise participating in, such Plan, whether by the terms of such Plan or otherwise.

“ Participation Period ” has the meaning set forth in Section 5.1(f).

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

4

“ Plan ,” depending on the context, may mean any plan, policy, program, payroll practice, arrangement, contract, trust, insurance policy, or any agreement or funding vehicle providing compensation or benefits to employees, former employees or directors of Noble or Paragon or any member of the Noble Group or the Paragon Group. “Plan,” when immediately preceded by “Noble,” means a Plan sponsored by Noble or a member of the Noble Group. When immediately preceded by “Paragon,” “Plan” means a Plan sponsored by Paragon or a member of the Paragon Group.

“ Plan Returns ” means any return, report, certificate, form or similar statement or document required to be filed with a government agency with respect to an employee benefit plan governed by the ERISA, or a program governed by Section 6039D of the Code.

“ Price Ratio ” means the ratio of (i) the “regular way with due bills” average closing price of a share of Parent stock during the ten (10) trading-day period ending on the Distribution Date to (ii) the average closing price of a share of Parent stock during the (10) trading-day period after the Distribution Date, as reported on the NYSE.

“ PSP ” means the Noble Drilling Services Inc. Profit Sharing Plan.

“ PVRSUs ” means performance-vested restricted stock units.

“ SEC ” means the United States Securities and Exchange Commission.

“ Replicated Compensation Plan ” has the meaning set forth in Section 6.2(a).

“ Replicated Plan ” means any Plan adopted by Paragon in accordance with Section 2.1(b) that shall be substantially similar to the Noble Plan described in the applicable Schedules hereunder.

“ Replicated Medical Plans ” means a Replicated Plan replicating a Noble Plan described in Schedule 5.1.

“ Replicated Protective Plans ” means a Replicated Plan replicating a Noble Plan described in Schedule 5.2.

“ Replicated Retiree Medical Plan ” means a Replicated Plan that provides medical coverage to, or with respect to, retirees.

“ Retained Employee ” means individuals who are Noble Employees prior to the Distribution and are intended to be retained as employees of the Noble Business for periods on and after the Distribution.

“ Separation ” has the meaning set forth in the Separation Agreement.

“ Separation Agreement ” has the meaning set forth in the Recitals.

“ Subsidiary ” has the meaning set forth in the Separation Agreement.

5

“ Tax Sharing Agreement ” means the Tax Sharing Agreement which is identified as an Ancillary Agreement as defined in the Separation Agreement.

“ Transferrable Days Off ” means paid days off that are earned and unused by Transferred Employees who are offshore workers as of such time that is immediately prior to the Distribution Date.

“ Transferred Employee ” means, except as otherwise provided in this Agreement, a Noble Employee whose employment is transferred to the Paragon Business effective, generally, as of such time that is on or prior to the Transferred Employee Deadline, regardless of whether such individual is actively employed or on leave of absence, short-term disability, FMLA, vacation or other leave as of the time of such transfer.

“ Transferred Employee Deadline ” shall mean such time that is immediately prior to the effective time of the Distribution.

“ Transition Services Agreement ” means the Transition Services Agreement which is identified as an Ancillary Agreement as defined in the Separation Agreement.

“ TVRSUs ” means time-vested restricted stock units.

ARTICLE II

GENERAL PRINCIPLES

2.1 Paragon Plans.

(a) Noble Plans Assumed by Paragon . The Noble Plans listed in Schedule 2.1(a) to this Agreement shall be assumed as Assumed Plans by Paragon as of the Distribution Date. For all periods on and after such time the Assumed Plans shall be Paragon Plans, under which Paragon shall assume sponsorship, administrative responsibility, and all financial obligations of such plans, it being understood that, except as otherwise described in the notes to Schedule 2.1(a) no additional benefits shall accrue under such plans for Retained Employee services for periods on or after the Distribution Date (and their dependents and beneficiaries, as applicable); provided, that the Assumed Plans relating to Paragon’s Brazil operations shall continue to provide ongoing benefits to the Noble workforce that remains in Brazil following the Distribution Date until the termination of the Brazil Services Agreement; provided, further, that such continued benefits shall be provided at no additional charge pursuant to this Agreement and any charges relating to the provision of such benefits shall be accounted for as part of the payments under the Brazil Services Agreement. Paragon hereby agrees to pay, perform, fulfill and discharge, in due course in full all Liabilities under such Assumed Plans. Any assets held in trust or by insurance companies or otherwise set apart for the benefit of such Assumed Plans shall, to the extent not already segregated, be segregated from such assets of other plans and continue to be held for the benefit of such Assumed Plans. For the avoidance of doubt, (i) the responsibility for maintaining, or otherwise overseeing the service provider that maintains, the funding vehicles for such Assumed Plans shall be transferred to Paragon, and (ii) Paragon and shall also be responsible for maintaining the Assumed Plans as Paragon Plans for the benefit of the Transferred Employees and for the benefit of other individuals (and their dependents and beneficiaries, as applicable) who first become Paragon Employees after the Distribution Date.

6

(b) New Plans Adopted by Paragon . Effective as of the Distribution Date, Paragon shall adopt new Plans as Replicated Plans as the plan sponsor thereof for the benefit of the Paragon Employees (and their dependents and beneficiaries, as applicable) which, except as otherwise provided in this Agreement or as otherwise agreed to by Noble, are substantially similar to the Noble Plans listed in the applicable Schedules hereunder that are in effect as of the time of the Distribution. For all periods on and after such time the Replicated Plans shall be Paragon Plans, under which Paragon shall sponsor, administer, and be responsible for all financial obligations of such plans for the benefit of the Paragon Employees (and their dependents and beneficiaries, as applicable). Paragon hereby agrees to pay, perform, fulfill and discharge, in due course in full all Liabilities under the Replicated Plans. Any assets held in trust or by insurance companies for the benefit of such Replicated Plans or otherwise set apart for the benefit of such Replicated Plans shall, to the extent not already segregated, be segregated from such assets of other plans and continue to be held for the benefit of such Replicated Plans. For the avoidance of doubt, (i) the responsibility for maintaining, or otherwise overseeing the service provider that maintains, the funding vehicles for such Replicated Plans shall be transferred to Paragon, and (ii) Paragon shall also be responsible for maintaining the Replicated Plans as Paragon Plans for the benefit of the Transferred Employees and for the benefit of other individuals (and their dependents and beneficiaries, as applicable) who first become Paragon Employees after the Distribution Date.

(c) Paragon Obligation to Maintain Plans . Except as otherwise provided in this Agreement or as otherwise agreed to by Noble, Paragon shall continue every Assumed Plan and Replicated Plan in accordance with the terms of such Paragon Plan that are in effect as of the date of its assumption or replication hereunder, as applicable, without significant modification (except as may be required by Law) until, at least, the close of the Continuation Period. After the end the Continuation Period, nothing in this Agreement shall preclude Paragon at any time from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Paragon Plan or any benefit under any Paragon Plan or any trust, insurance policy or funding vehicle related to any Paragon Plan.

(d) Comparable Compensation and Benefits . Except as otherwise provided in this Agreement or as otherwise agreed to by Noble, and for the avoidance of doubt, Paragon initially intends, and shall use commercially reasonable efforts, to maintain the compensation strategy and payroll processes of the Noble Group during the Continuation Period and provide Transferred Employees with compensation opportunities (including salary, wages, allowances, perquisites and bonus opportunities) and fringe benefits (i.e., benefits that are not otherwise provided pursuant to an Assumed Plan or Replicated Plan) that are no less generous, in the aggregate, than such compensation opportunities and fringe benefits that applied to such Transferred Employees immediately prior to the Distribution Date.

7

2.2 Noble Plans.

(a) Paragon Participation in Noble Plans . Except as otherwise provided in this Agreement or in Schedule 2.2(a), for all periods on and after the Distribution Date, Paragon shall cease to be a Participating Company in, and the Transferred Employees (and their dependents and beneficiaries, as applicable) shall cease to participate in, or otherwise benefit under, the Noble Plans.

(b) Noble’s Obligations under Noble Plans . For all periods after the Distribution Date, the Noble Group or applicable member thereof shall, or shall sponsor, administer, and be responsible for all financial obligations of such Noble Plans for the benefit of any Noble Employee (and their dependents and beneficiaries, as applicable). Noble hereby agrees to pay, perform, fulfill and discharge, in due course in full all Liabilities under the Noble Plans with respect to such Noble Employees (and their dependents and beneficiaries, as applicable); provided, that Noble shall, in accordance with this Agreement, continue to pay claims of Transferred Employees (and their dependents and beneficiaries, as applicable) incurred under such plans prior to the Distribution Date. For the avoidance of doubt, (i) the responsibility for maintaining, or otherwise overseeing the service provider that maintains, the funding vehicles for such Noble Plans shall be retained by Noble, and (ii) Noble shall also be responsible for maintaining the Noble Plans for the benefit of the Noble Employees who are Retained Employees and for the benefit of other individuals (and their dependents and beneficiaries, as applicable) who first become Noble Employees after the Distribution Date.

(c) Noble Replication of Assumed Plans . If any participants in any Plan that is intended to be an Assumed Plan are Retained Employees, Noble shall replicate the benefits to such participants and their beneficiaries under the Assumed Plan either under a new plan or under an existing Noble Plan (in either case, a “ Noble Successor Plan ”) effective as of the Distribution Date. Such Noble Successor Plan shall provide benefits to such participants and their beneficiaries in the same manner as if the Assumed Plan had continued to be maintained by the Noble Group or applicable member thereof. Notwithstanding the foregoing, the Assumed Plans relating to Paragon’s Brazil operations shall continue to provide ongoing benefits to the Noble workforce that remains in Brazil following the Distribution Date until the termination of the Brazil Services Agreement; provided, that such continued benefits shall be provided at no additional charge pursuant to this Agreement and any charges relating to the provision of such benefits shall be accounted for as part of any payments made under the Brazil Services Agreement.

(d) Noble Plans not Assumed or Replicated by Paragon . The Noble Plans listed in Schedule 2.2(d) shall be retained by the Noble Group, and shall not be assumed or replicated by Paragon, and, for the avoidance of doubt, Paragon shall have no obligation to pay the benefits associated with respect to such Plans.

(e) Noble Obligation to Maintain Plans . Nothing in this Agreement shall prohibit the Noble Group or applicable member thereof from amending, modifying or terminating any Noble Plan at any time within its sole discretion.

2.3 Cooperation On Compliance And Information Sharing.

(a) Information Requests and Sharing; HIPAA . Subject to applicable confidentiality, data protection and other applicable Laws, Noble and Paragon shall provide information (including contact information of representatives of businesses or governmental

8

entities who have a connection with respect to any of the Plans) reasonably requested by the other Party (or its agents and vendors) to enable the requesting Party to administer efficiently and accurately each of its benefit plans and to determine the scope of, as well as fulfill, its obligations under this Agreement. Such information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such information available outside of its normal business hours and premises, it being understood that to the extent a copy of an original document cannot be prepared, no Party shall be under the obligation to provide the original document to the other Party. Any information shared or exchanged pursuant to this Agreement shall also be subject to the confidentiality requirements set forth in the Separation Agreement. On or before the Distribution Date, the Parties shall enter into reciprocal business associate agreements providing for the confidentiality of protected health information in compliance with the requirements of HIPAA, and shall enter into similar arrangements to the extent required under other applicable Law.

(b) Termination of Employment Disclosure Requirements . Paragon acknowledges that certain Transferred Employees may continue participating in or be eligible to earn benefits in connection with the Noble Plans that are listed in Schedule 2.3(b) and that the timing of benefit payments and the effect of applicable Law on such arrangements and payments may be subject to whether such Transferred Employees have incurred a termination of employment with the Paragon Group. To the extent any Transferred Employee participates in the Noble Plans that are listed in Schedule 2.3(b), Paragon shall report in writing on a monthly basis to Noble, and at such other times as reasonably requested by Noble, with respect to disclosing whether such Transferred Employee’s employment or other service with the Paragon Group remains in effect or has been terminated as further described in Schedule 2.3(b).

(c) Reasonable Efforts and Cooperation . Each of the Parties hereto shall use commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. During the Continuation Period, each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks consent or approval with respect to or by a Governmental Authority or other applicable regulatory agency, including, but not limited to obtaining a determination letter from the IRS and filing the Form 5500, including any “top-hat” filing or any other Plan Return with the DOL, the IRS or otherwise, as applicable.

(d) Ownership of Employee Information . All records, data and other employee-related information in any form relating to Paragon Employees shall be owned by and the property of the Paragon Group solely to the extent such records pertain to his or her period of service with the Paragon Group during periods on and after the Distribution Date or to the extent such records pertain to his or her participation in a Paragon Plan. For the avoidance of doubt, all records, data and other employee-related information in any form relating to Paragon Employees shall be owned by and the property of the Noble Group, to the extent that such records, data and other information relates to any period that such employee

9

was (i) employed by the Noble Group or (ii) covered under any employee benefit plan sponsored by any member of the Noble Group (to the extent that such records or data relate to such coverage). All records, data and other employee-related information in any form relating to Noble Employees shall be the property of the Noble Group.

(e) Consent Of Third Parties; Third-Party Vendors . If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner. Except as provided below, to the extent any Noble Plan is administered by a third-party vendor, the Parties will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor and to maintain any pricing discounts or other preferential terms for both Noble and Paragon for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party.

(f) Access To Employees . During the one-year period after the Distribution Date, the Parties shall make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between the Parties) to which any employee, director or Plan of the Noble Group or Paragon Group is a party and which relates to their respective Plans. The Party to whom an employee is made available in accordance with this Section 2.3(f) shall reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

(g) Effect on Analogous Separation Agreement Provisions . Nothing in this Section 2.3 shall be deemed to limit in any manner a Party’s rights or obligations under Article VII of the Separation Agreement.

2.4 Effect of Transactions.

(a) Effect on Employment . Except as otherwise provided in this Agreement or under applicable Law, the Parties hereto acknowledge and agree the consummation of the transactions contemplated by the Separation Agreement, this Agreement and the other Ancillary Agreements, without more, shall not cause any employee to incur, or otherwise be deemed to have incurred, a termination of employment which entitles such individual to the commencement of benefits under any Noble Plan or Paragon Plan or a change in status which entitles such individual to make different benefits elections, when applicable, under any Noble Plan or Paragon Plan. Furthermore, nothing in the Separation Agreement, this Agreement or the other Ancillary Agreements is intended to confer upon any employee or former employee of Noble, Paragon, or the respective affiliates of either Party any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

10

(b) Not A Change In Control . The Parties hereto acknowledge and agree that the transactions contemplated by the Separation Agreement, this Agreement and the other Ancillary Agreements do not constitute a “change in control” or “change of control” or similar event for purposes of any Noble Plan or Paragon Plan.

(c) Annual Limits . Any annual limits on contributions, deferrals or benefits payable that are applicable to any Replicated Plan described in this Agreement shall be applied in the year of the Distribution Date on a combined basis with the applicable Noble Plan being replicated, and the Parties shall cooperate in the establishment of recordkeeping systems and the communication of information to effect the requirements of this Section 2.4(c).

(d) Sections 162(m)/409A . Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards as described herein), the Parties agree to cooperate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (i) any supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation constitutes, when appropriate, qualified performance-based compensation for purposes of Section 162(m) of the Code, and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.

(e) Service Credit . Except as specified otherwise in this Agreement or as required by applicable Law, the Assumed Plans, Replicated Plans and the Noble Successor Plans, as applicable, shall recognize service of any Transferred Employee or Retained Employee, as applicable, that was provided for the Noble Group for periods prior to the Distribution Date for purposes of seniority, eligibility, vesting, level of benefits, and benefit accrual to the same extent such service was recognized under the applicable Plan being assumed or replicated hereunder; provided, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits, and this provision shall not be interpreted, to result in a reduction of accrued benefits of any Transferred Employee or Retained Employee. Any applicable “break in service” or “service bridging” rules shall be applied as if the Noble Group and the Paragon Group had not separated and continued to be Participating Companies in a single plan. The Parties shall mutually agree, if necessary, on methods and procedures, including amending the respective Plan documents, to prevent employees from receiving any such duplicative benefits.

(f) Beneficiary Designations, Garnishments and other Elections . Except as otherwise provided under applicable Law, all beneficiary designations, garnishments and provisions therefor (including with respect to any alternate payee or similarly situated individual under any non-U.S. plan), form of payment elections and deferral elections that are in effect with respect to a Transferred Employee or Retained Employee at the time of the Distribution Date with respect to the Noble Plans or otherwise shall continue in full force and effect under the corresponding Assumed Plans, Replicated Plans, Noble Successor Plans or otherwise, as applicable, until such time, if ever, that any such beneficiary designation, garnishment or other election is replaced or revoked by (or with respect to) the applicable Transferred Employee or Retained Employee to whom the beneficiary designation, garnishment or other election relates.

11

2.5 Seconded Employees.

(a) Noble Seconded Employees . Certain Noble Employees may be, from time to time, leased or seconded to work in the Paragon Business (collectively “ Noble Seconded Employees ”), it being understood that, except as otherwise provided herein, the terms of any such secondment shall be set forth in a separate agreement. Any such Noble Seconded Employees shall continue to be treated as Noble Employees, and not Paragon Employees, for all purposes, to the extent provided in any applicable leasing or secondment agreement, and as otherwise permitted by Law.

(b) Paragon Seconded Employees . Certain Paragon Employees (including Transferred Employees) may be, from time to time, leased or seconded to work in the Noble Business (“ Paragon Seconded Employees ”), it being understood that, except as otherwise provided herein, the terms of any such secondment shall be set forth in a separate agreement. Any such Seconded Employees shall continue to be treated as Paragon Employees, and not Noble Employees, for all purposes, to the extent provided in any applicable leasing or secondment agreement, and as otherwise permitted by Law.

2.6 Reimbursement of Liabilities.

(a) Noble Reimbursements from Paragon . From time to time after the Distribution Date and except to the extent a reimbursable amount is described in, or otherwise paid pursuant to, the Transition Services Agreement, Paragon shall promptly reimburse Noble, upon Noble’s reasonable request and the presentation by Noble of an invoice describing in detail the amount and matter relating to, and basis for, reimbursement and such substantiating documentation as Paragon shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Noble that are expressly required to be reimbursed by Paragon under this Agreement, including but not limited to any expense incurred by Noble for services rendered by a vendor for Paragon’s benefit. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Noble not later than ninety (90) days after close of the Continuation Period.

(b) Paragon Reimbursements from Noble . From time to time after the Distribution Date, Noble shall promptly reimburse Paragon, upon Paragon’s reasonable request and the presentation by Paragon of an invoice describing in detail the amount and matter relating to, and basis for, the reimbursement and such substantiating documentation as Noble shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Paragon that are expressly required to be reimbursed by Noble under this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Paragon not later than ninety (90) days after the close of the Continuation Period.

(c) Any amount required to be reimbursed between the Parties hereunder shall be determined on a net-of-tax basis, following the principles of Section 3.6 of the Separation Agreement.

12

ARTICLE III

DEFINED BENEFIT PLANS

3.1 U.S. Plans. Paragon shall not assume or replicate any U.S. defined benefit pension arrangement (whether qualified for tax purposes or nonqualified) covering Transferred Employees or otherwise be required under Section 2.1(d) to provide any benefit in lieu of the benefits provided to Transferred Employees under any such U.S. defined benefit pension arrangement prior to the Distribution Date, it being understood that the eligibility requirement Section 4.1(c) shall apply with respect to such Transferred Employees who participate in the Replicated Plan that relates to the PSP. Transferred Employees will continue to participate in the U.S. Noble defined benefit pension arrangements (qualified and, as applicable, nonqualified) until the Distribution Date. Notwithstanding any provision herein to the contrary, and subject to applicable Law, Transferred Employees, shall cease to accrue any further benefits under such arrangements, based on compensation or service for periods on or after the Distribution Date and Noble shall take such actions as are necessary to remove or otherwise prevent Paragon from being (or otherwise being deemed as) a Participating Company in such arrangements for periods on or after the Distribution Date.

3.2 Non-U.S. Plans. The Parties agree that the Noble Defined Benefit Listed Plans, if any, listed in Schedule 3.2 shall be replicated as Replicated Plans of Paragon in accordance with this Agreement.

ARTICLE IV

DEFINED CONTRIBUTION PLANS

4.1 Provisions Governing Assumed And Replicated Plans.

The Parties agree that each Noble Defined Contribution Transferor Plan, described in Schedule 4.1, shall be replicated as a Replicated Plan of Paragon in accordance with this Agreement.

(a) The Parties intend that the accounts in any Noble Defined Contribution Transferor Plan that are attributable to a Transferred Employee’s participation therein shall be transferred to the applicable Replicated Plan at such time that is not later than sixty (60) days following the Distribution Date (or such later time as mutually agreed by the Parties) and Paragon shall cause such Replicated Plan to accept such transfer of accounts. To the extent any such accounts are funded and to the extent permitted by applicable Law, Noble shall cause the assets in the applicable Noble Defined Contribution Transferor Plan that are attributable to Transferred Employee participation therein to be transferred in-kind to the applicable Replicated Plan, and Paragon shall cause such Replicated Plan to accept such transfer of assets. The transfer of accounts and assets under this Section 4.1(a) shall be conducted in accordance with applicable Law.

13

(b) The Paragon 401(k) Plan shall also accept transfers of outstanding loan balances in connection with the transfer of the accounts and assets attributable to Transferred Employee participation in the Noble 401(k) Plan, and Paragon shall adopt payroll processes and other procedures, whether under the Paragon 401(k) Plan, or otherwise, to continue to administer any such outstanding loans with respect to such Paragon Employee. The Parties agree to cooperate during the period prior to any such transfer to adopt withholding and payment procedures to minimize the likelihood of such a plan loan from defaulting before its transfer to, and administration under, the Paragon 401(k) Plan.

(c) In the case of the Replicated Plan that relates to the PSP, (i) at the time of the Distribution Date, Paragon shall expand eligibility to all applicable Paragon Employees (including Transferred Employees), who were previously excluded therefrom by virtue of participating in certain U.S. defined benefit arrangements described in the PSP’s Covered Employee definition, and (ii) Paragon shall be responsible for making contributions to such Replicated Plan for the 2014 plan year with respect to periods of Transferred Employee service with both the Noble Group and the Paragon Group during such year. Noble will reimburse Paragon for any amounts contributed by Paragon to such Replicated Plan in respect of the 2014 plan year to the extent such contributions relate to periods of Transferred Employee service with the Noble Group during the portion of such plan year that precedes the Distribution Date and based on (x) each such Transferred Employee’s rate of pay at such time that is immediately prior to the Distribution Date and (y) the percentage of “Basic Compensation” (within the meaning of the PSP) that is contributed by the applicable Noble Group member to the PSP with respect Noble Employees who participate in the PSP for such plan year.

4.2 Provisions Governing Noble Successor Plans.

The Parties intend that the accounts in any Paragon Defined Contribution Transferor Plan described in Schedule 4.2 that are attributable to a Retained Employee’s participation therein shall be transferred to the applicable Noble Successor Plan at such time that is not later than sixty (60) days following the Distribution Date (or such later time as mutually agreed by the Parties) and Noble shall cause such Noble Successor Plan to accept such transfer of accounts in a manner consistent with the transfer described in Section 4.1.

ARTICLE V

WELFARE PLANS

5.1 Medical Plans.

The Parties agree that the Noble Plans described in Schedule 5.1, which constitute health, dental or vision arrangements, shall be replicated as Replicated Medical Plans of Paragon in accordance with this Agreement.

(a) Terms and Conditions of Replicated Medical Plans . Paragon shall cause all Replicated Medical Plans to (i) waive all limitations as to exclusions and service conditions with respect to participation and coverage requirements applicable to Transferred Employees (and their dependents and beneficiaries), and (ii) waive any waiting period limitations or

14

evidence of insurability requirements that would otherwise be applicable to any of the Transferred Employees (and their dependents and beneficiaries) as of the Distribution Date to the extent such Transferred Employees (and their dependents and beneficiaries) have satisfied any similar limitations under the analogous Noble Plan.

(b) Insurance Premiums and Other Transferred Employee Costs . For periods on and after the Distribution Date until, at least, the close of the Continuation Period, insurance premium costs for participation in the Assumed Plans or Replicated Medical Plans described in Schedule 5.1(b) shall be subsidized by Paragon to the same extent as they had been subsidized by Noble during the period prior to the Distribution Date, such that Transferred Employees shall pay the substantially the same amount for the level of coverage under such Assumed Plans and Replicated Medical Plans as they paid (or would have paid) under the analogous Noble Plan. Deductibles and out of pocket costs incurred under such Noble Plans will count toward the limits under the corresponding Paragon Plans in the year in which any Transferred Employee’s coverage is transferred from such Noble Plans to Paragon Plans.

(c) Retiree Medical . Paragon shall take all actions necessary to ensure that applicable Transferred Employees (and their dependents and beneficiaries) shall be eligible to participate in, and receive benefits under, any retiree medical arrangement of Paragon, which shall be established by Paragon as a Replicated Retiree Medical Plan, on the same basis under which they were eligible to participate in, and receive benefits under, the analogous Noble Plan retiree medical arrangement immediately prior to the Distribution Date, it being understood that the total service with the Noble Group and Paragon Group shall be counted for determining whether the eligibility requirements under the Replicated Retiree Medical Plan are satisfied.

(d) Stop Loss Rate Adjustment . The Parties acknowledge that the stop loss insurance cost per employee under the Noble Plan(s) described in Schedule 5.1(d) shall remain the same for 2014 and be recomputed for 2015, which recomputation shall initially establish (among other things) the 2015 stop loss rates for Paragon Employee participation in the Replicated Medical Plan(s) described in Schedule 5.1(d).

(e) COBRA Beneficiaries . Noble shall continue to be responsible for compliance with the health care continuation coverage requirements of COBRA for any individual entitled to such coverage with respect to the applicable Noble Plans immediately prior to the Distribution Date; provided, that in all events, Paragon (acting directly or through its affiliates) shall assume, or shall have caused any applicable Assumed Plan to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to any individual entitled to such coverage under such Plan immediately prior to the Distribution Date. Paragon acknowledges that it shall be responsible for compliance with the health care continuation coverage requirements of COBRA with respect to Transferred Employees (and their dependents and beneficiaries), including without limitation, Paragon Employees (and their dependents and beneficiaries) who become entitled to such coverage under an Assumed Plan or Replicated Medical Plan on or after the Distribution Date.

15

5.2 Protective Plans.

The Parties agree that the Noble Plans described in Schedule 5.2, which constitute life insurance, accidental death and dismemberment, business travel accident insurance (or as described in such Schedule as supplemental AD&D), disability and similar Plans, shall be replicated as Replicated Protective Plans of Paragon in accordance with this Agreement.

(a) Terms and Conditions of Replicated Protective Plans . Paragon shall cause all Replicated Protective Plans to (i) waive all limitations as to exclusions and service conditions with respect to participation and coverage requirements applicable to Transferred Employees (and their dependents and beneficiaries), and (ii) waive any waiting period limitations or evidence of insurability requirements that would otherwise be applicable to any of the Transferred Employees (and their dependents and beneficiaries) as of the Distribution Date to the extent such Transferred Employees (and their dependents and beneficiaries) have satisfied any similar limitations under the analogous Noble Plan.

(b) Insurance Premiums and Other Transferred Employee Costs . For the period on and after the Distribution Date and until, at least, the close of the Continuation Period insurance premium costs for participation in the Assumed Plans or Replicated Protective Plans described in Schedule 5.2(b) shall be subsidized by Paragon to the same extent as they had been subsidized by Noble, such that Transferred Employees shall pay the substantially the same amount for the level of coverage under such Assumed Plans and Replicated Medical Plans as they paid (or would have paid) under the analogous Noble Plan. Deductibles and out of pocket costs incurred under such Noble Plans will count toward the limits under the corresponding Paragon Plan in the year in which any Transferred Employee’s coverage is transferred from such Noble Plans to Paragon Plans.

(c) Long-Term Disability Pre-Funding . For the avoidance of doubt, the Parties agree that any reserves or insurance policies that are intended to fund the benefits to participants who commenced receiving or became entitled to receive long-term disability benefits before otherwise becoming Transferred Employees shall be retained by Noble (except in the case of Assumed Plans for which Paragon takes over the liability for these benefits).

(d) Crediting Work Days and Disability Periods . For purposes of administering Paragon Plans that are disability plans, whether as an Assumed Plan or Replicated Plan, periods of Noble active work and Noble disability absence for any Transferred Employee for periods prior to the Distribution Date shall be credited respectively as Paragon work days and Paragon disability absence.

5.3 Adjustment of Liabilities.

(a) Insured Benefits . With respect to employee welfare benefits that are provided through the purchase of insurance, Noble shall cause the applicable Noble Plans to fully perform, pay and discharge each Transferred Employee claim that is incurred prior to the Distribution Date, and Paragon shall cause the Assumed Plans, Replicated Medical Plans, Replicated Protective Plans and any other applicable Paragon Plans to fully perform, pay and discharge all Transferred Employee claims that are incurred on or after the Distribution Date.

16

(b) Self-Insured Benefits . With respect to employee welfare benefits that are provided on a self-insured basis, (i) Noble (acting directly or through its affiliates) shall fully perform, pay and discharge, under the Noble Plans, all Transferred Employee claims thereunder that are incurred but not paid prior to the Distribution Date, and (ii) Paragon (acting directly or through its affiliates) shall fully perform, pay and discharge, under the Assumed Plans, Replicated Medical Plans, Replicated Protective Plans and any other applicable Paragon Plans, all Transferred Employee claims that are incurred on or after the Distribution Date.

(c) Incurred Claim Definition . For purposes of this Section 5.3, a claim or Liability is deemed to be incurred (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; and (iii) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability.

(d) Claim Experience . Notwithstanding the foregoing, the Parties (acting directly or through their affiliates) shall take any action necessary to ensure that any claims experience under the Noble Plans attributable to the Transferred Employees (and their dependents and beneficiaries) shall be allocated with respect, or otherwise available, to the applicable Paragon Plans, subject to any applicable privacy protection Laws or privacy contracts.

ARTICLE VI

OTHER PLANS

6.1 Miscellaneous Fringe Benefits And Policies.

(a) Administrative Policy Manual and Pay Practices . The APM arrangements and other pay practices of Noble described in Schedule 6.1(a), shall be continued by Paragon until, at least, the close of the Continuation Period, and the Parties agree that the APM shall continue to apply, whenever appropriate, with respect to any drilling rigs owned or operated by a Noble Group member after the Distribution Date.

(b) Payroll System . In the event (and to the extent) that Noble makes a payroll run with respect to any Transferred Employee for the next applicable payroll date following the date on which the Distribution Date occurs, Paragon shall reimburse Noble for the portion of the Transferred Employee’s payroll cost attributable to his or her post-Distribution Date service with the Paragon Group.

(c) Travel Expenses . Travel expenses booked by Noble prior to the Distribution Date for Transferred Employee travel on or after such date shall be paid by Paragon or reimbursed by Paragon to Noble; provided that Paragon shall only pay or reimburse fifty percent (50%) of such expenses to the extent such Transferred Employee is in transit at the time of the Distribution Date.

17

(d) Travel Leave Program . The July 2014 costs of the Noble travel leave program with respect to individuals who are expected to become Transferred Employees and their qualified dependents shall be allocated to Paragon and Paragon shall be responsible for the payment of such costs. To the extent such costs are paid by Paragon with respect individuals who ultimately do not become Transferred Employees (and their qualified dependents), Noble shall reimburse Paragon for such costs.

(e) Earned Paid Days Off for Offshore Workers . The effect of the Separation on the Noble earned paid days off for offshore workers who are Transferred Employees shall be as follows: (i) all Transferrable Days Off shall be assumed by Paragon as a Paragon Liability; (ii) the Transferrable Days Off shall cease to be a Paragon Liability to the extent the reimbursement payment described in Section 6.1(b) is attributable to the payroll that relates to such Transferrable Days Off, and (iii) for the avoidance of doubt, the assumption of such Transferrable Days Off as a Paragon Liability with respect to the Transferred Employees described herein shall relate to (x) any additional number of Transferrable Days Off that were earned by the performance of additional services during a work rotation period, and (y) any reduced number of Transferrable Days Off that were so reduced due to the performance of reduced services during a work rotation or the use of additional days off outside of a work rotation.

(f) Service Award Program . Noble’s employee service award program shall be continued by Paragon with respect to the Transferred Employees until, at least, the close of the Continuation Period. Service with Noble shall be credited in determining service anniversaries under Paragon’s service program, as continued hereunder.

(g) Employee Referral Program . To the extent an employee who makes the referral under Noble’s employee referral program becomes a Paragon Employee, Paragon shall be responsible for any remaining payments under its referral program (regardless of whether the employee hired under the program becomes a Paragon Employee). To the extent an employee who makes the referral under Noble’s employee referral program remains a Noble Employee, Noble shall be responsible for any remaining payments under its referral program (regardless of whether the employee hired under the program becomes a Paragon Employee).

(h) Expatriate Policies and Practices . With respect to any Transferred Employee on expatriate assignment as of the Distribution Date, Noble’s arrangements and practices with respect to expatriate employee compensation, including, but not limited to such arrangements and practices of paying taxes on behalf of such an expatriate employee, shall be continued by Paragon until, at least, the earlier of the Transferred Employee’s repatriation or the close of the Continuation Period, it being understood that this Section 6.1(h) shall not apply with respect to any Transferred Employee who is not on expatriate assignment as of the Distribution Date.

18

(i) Training Practices . Training and related expenses (e.g., travel, lodging, etc.) incurred by Noble prior to the Distribution Date in respect of any Transferred Employee training that is to occur on or after such date shall be paid by Paragon or reimbursed by Paragon to Noble, it being understood that Paragon shall pay or reimburse one hundred percent (100%) of such expenses.

6.2 Other Compensation Arrangements.

(a) Short-Term Incentives and Retention . The Parties intend that separate short-term incentive and retention Plans shall be adopted by Paragon as Replicated Plans prior to the Distribution Date in respect of the Noble Plans listed in Schedule 6.2(a) (“ Replicated Compensation Plans ”) for eligible employees associated with the Paragon Business and shall be maintained by Paragon until, at least, the remaining term that relates to such Plans, it being understood that there shall be no requirement that Paragon continue the Replicated Compensation Plans for any period after the expiration of the remaining term that relates to such Plans.

(i) Effective as of the Distribution Date, Paragon shall assume responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to any Replicated Compensation Plans that any Transferred Employee is eligible to receive with respect to periods of Transferred Employee service during the portion of the 2014 calendar year (and any relevant period thereafter) that occurs on and after July 1, 2014.

(ii) Effective as of the Distribution Date, Noble shall retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations relating to any of the Noble Plans listed in Schedule 6.2(a) solely in respect of Transferred Employee service during the portion of the 2014 calendar year that occurs prior to July 1, 2014, based on each such Transferred Employee’s salary and bonus target at such time that is immediately prior to the Distribution Date (“ Noble Legacy Compensation Obligation ”). Notwithstanding any provision herein to the contrary, the Parties acknowledge that Noble is to calculate short-term incentive awards for eligible Transferred Employees pursuant to the terms of the 2014 Noble Corporation Short-Term Incentive Plan; provided, that the year-end calculated financial and safety goal award factors that apply for Noble Employees will also apply for Transferred Employees, that Paragon is to provide individual achievement factors (ranging from 0% to 100%) as soon as practical once known for eligible employees to be utilized in the award calculation, and that Noble is to issue a payment to Paragon in respect of the Noble Legacy Compensation Obligation on or around February 28, 2015, and Paragon shall be responsible for providing such payment to the eligible Transferred Employees as soon as practicable thereafter.

(b) End of Service Benefit . Paragon shall be responsible for all end of service gratuity obligations for each Transferred Employee whose employment as a Paragon Employee terminates after the Separation. The period of service of the applicable Transferred Employees with Noble and Paragon shall be included in the determination of the amount of such end of service benefits. The anticipated value of any end of service benefits that are attributable to such Transferred Employees’ period of service with Noble for all periods prior to the Distribution Date (“ Noble End of Service Benefits ”) shall be calculated by Noble within a reasonable time after the Distribution Date and paid from Noble to Paragon promptly thereafter. The calculation of such Noble End of Service Benefits shall be made as if a

19

termination of service occurred on the Distribution Date and end of service benefits were payable upon such deemed termination, without regard to any offset that may otherwise apply with respect to such payment. No true-up payment or other adjustment shall be made between the Parties in the event the anticipated value of such Noble End of Service Benefits differs from the actual amount of such end of service benefits that are attributable to the period of service with Noble for all periods prior to the Distribution Date.

(c) Change of Control Arrangements . The Change of Control Agreements between Noble and the officers that become Transferred Employees, if any, as set forth in Schedule 6.2(c), shall be replaced with agreements between Paragon and such officers effective as of or prior to the Distribution Date, with benefits based on a future change of control of Paragon and guaranteed by Paragon. For all periods on and after the Distribution Date, (i) any Noble Change of Control Agreement that related to any Transferred Employee shall be null and void, and (ii) Noble shall have no Liability with respect to any such Noble Change of Control Agreement (or with respect to any Paragon Change of Control Agreement or other Paragon obligation related thereto, including the obligations of Paragon under this Section 6.2(c)).

(d) Other Employment Agreements . Effective as of the Distribution Date, European Union rank and file employment agreements covering a Transferred Employee or Retained Employee shall, when applicable, be assumed by Paragon or Noble, respectively, or when such an assumption is otherwise necessary but not reasonably practicable, such agreements shall be replaced by Paragon or Noble, as applicable, with substantially similar agreements. Collective bargaining agreements with Noble that relate to Transferred Employees shall be assumed by Paragon or replaced with new agreements with Paragon with respect to such Transferred Employees and Paragon shall be responsible for all Liabilities under such assumed or replaced agreements, whether with respect to Transferred Employees or other Paragon Employees.

ARTICLE VII

EQUITY COMPENSATION

7.1 Awards Under Parent 1991 and 1992 Plan.

(a) Employees Remaining as Noble Employees . Neither the Separation, nor the Distribution shall affect vesting or cause forfeiture of any outstanding award to any employee who continues in the employ of Noble Group. Such outstanding awards shall be adjusted, as of the close of business on the Distribution Date, as follows:

(i) Shares Subject to Awards . The number of shares covered by any such award shall be multiplied by the Price Ratio, with the resulting number of shares rounded down to the nearest whole number.

(ii) Stock Option Exercise Price . The exercise price (as applicable) for any such awards shall be divided by the Price Ratio, with the resulting exercise price rounded to up to the nearest whole cent.

20

(iii) Adjustment of Performance Terms . With respect to employees continuing in the employ of the Noble Group, the Parent Compensation Committee shall determine the appropriate adjustments, if any, to the performance vesting criteria for performance vested awards outstanding as of the Distribution Date.

(b) Transferred Employees . The Distribution shall affect such outstanding awards as follows:

(i) Stock Options . For Transferred Employees, options that are outstanding under the Parent 1991 Plan as of the Distribution Date shall remain outstanding as Parent options under the Parent 1991 Plan for five (5) years from the Distribution Date or, if less, the remaining term of the options, and the exercise price and number of shares subject to such options shall be adjusted as set forth in paragraph (a) above.

(ii) Time-Vested Restricted Stock Units (TVRSUs). Each award of TVRSUs outstanding under the Parent 1991 Plan as of the Distribution Date (“ Parent TVRSUs ”) shall be cancelled as a Cancelled Award, Paragon shall grant a new award of TVRSUs that are subject to the Paragon LTIP (“ Paragon TVRSUs ”) with respect to such Cancelled Award, and the number of shares subject to such Paragon TVRSUs shall be adjusted as set forth in paragraph (c) below.

(iii) Performance-Vested Restricted Stock Units (PVRSUs) .

21

(c) Adjustment of Paragon Awards Granted with respect to Cancelled Awards . Paragon awards that are granted with respect to Cancelled Awards shall have the same vesting dates, exercise periods and other terms and conditions of such Cancelled Awards, subject to the following:

(i) Shares Subject to Awards . The number of shares covered by any such Cancelled Award shall be multiplied by the Paragon Price Ratio, with the resulting number of shares rounded down to the nearest whole number;

(ii) Adjustment of Performance Terms . The performance metrics and peer group for the Paragon PVRSUs that are granted with respect to Cancelled Awards shall be determined in the discretion of the Paragon Compensation Committee.

(d) Dividend Equivalent Matters . To the extent a dividend equivalent payment would have otherwise been paid by Noble after the Distribution Date for the third quarter of 2014 with respect to a Cancelled Award had such Cancelled Award remained in effect, Paragon shall pay a cash bonus to the officer or employee of Paragon who held such Cancelled Award. To the extent the Cancelled Award relates to a 2012 PVRSU Grant, the foregoing cash bonus payment requirement shall also apply to the dividend equivalent payment that would have otherwise been paid by Noble after the Distribution Date for the fourth quarter of 2014 with respect to such Cancelled Award had such Cancelled Award remained in effect. The amount of the bonus payment shall equal the dividend equivalent payment that would have otherwise been paid by Noble with respect to such Cancelled Award, if such Cancelled Award had remained in effect.

22

(e) 1992 Plan : Neither the Separation, nor the Distribution shall affect the vesting conditions or the period for exercise of any stock option held by a Noble Director pursuant to the Parent 1992 Plan. Such outstanding stock options shall be adjusted, effective as of the close of business on the Distribution Date in accordance with the method described in Sections 7.1(a)(i) and (ii).

7.2 New Paragon Plans.

(a) Long-Term Incentive Plan . Paragon shall prepare its own form of equity incentive plan (“ Paragon LTIP ”) to provide for (among other things) the granting and administration of any new Paragon awards for periods on and after the Distribution Date, it being understood that there shall be no requirement that the Paragon LTIP be substantially similar to the Parent 1991 Plan or that any new award issued thereunder (other than awards that are granted with respect to any Cancelled Award) be substantially similar in form, amount or value to any award under the Parent 1991 Plan.

(b) Director Plan . Paragon shall prepare its own form of plan (“ Paragon Director Plan ”) to provide for equity and other compensation for its outside directors for periods on and after the Distribution Date, it being understood that there shall be no requirement that the Paragon Director Plan be substantially similar to the Parent 1992 Plan or any other form of Parent equity plan, or that any new award issued thereunder be substantially similar in form, amount or value to any award under the Parent 1992 Plan or any other form of Parent equity plan.

(c) Approval As Sole Stockholder . The Paragon LTIP and Paragon Director Plan adopted by Paragon in accordance with Sections 7.2(a) and (b) of this Agreement shall be approved prior to the Distribution Date by the then applicable member of the Noble Group as Paragon’s sole shareholder.

ARTICLE VIII

CERTAIN TRANSITION AND TAX MATTERS

8.1 Services Agreements. On or about the date hereof, Noble and Paragon shall enter into the Transition Services Agreement and Brazil Services Agreement covering the provisions of various services to be provided between Noble and Paragon. The provisions of this Agreement shall be subject to the provisions of such Transition Services Agreement and Brazil Services Agreement and to the extent that any provision in this Agreement is inconsistent with a provision in the Transition Services Agreement or Brazil Services Agreement the provision in the Transition Services Agreement or Brazil Services Agreement shall control.

8.2 Tax Cooperation. In connection with the interpretation and administration of this Agreement, the Parties shall take into account the agreements and policies established pursuant to the Separation Agreement and the Tax Sharing Agreement. Notwithstanding any provision the Separation Agreement or the Tax Sharing Agreement to the contrary, the Parties hereby agree to cooperate for purposes of utilizing, when appropriate, the procedure for United States employment tax withholding and reporting as provided Rev. Proc. 2004-53, I.R.B. 2004-35

23

such that, Paragon will generally provide a single 2014 Form W-2 to each applicable Transferred Employee in respect of his or her 2014 compensation from Noble International Limited and Paragon Offshore International Limited (due to Noble International Limited’s name change to Paragon Offshore International Limited as of the Distribution and its unchanged federal employer identification number for periods on and after the Distribution). Any tax notices received by Paragon that relate to a period on or prior to the Distribution Date with respect to Noble International Limited or Paragon Offshore International Limited shall be sent to Noble for resolution, it being understood that such notice shall be sent (for resolution) electronically to payrollcorporate@noblecorp.com on the day it is received by Paragon.

8.3 Plan Returns. Plan Returns shall be filed or caused to be filed by (and the responsibility of) Noble with respect to Noble Plans and by (and the responsibility of) Paragon with respect to Paragon Plans, it being understood that the principles of Section 2.3(c) shall apply during the Continuation Period.

ARTICLE IX

EMPLOYMENT RELATED MATTERS

9.1 Terms Of Paragon Employment. Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation as may be necessary to reflect their transfer to the Paragon Group, including but not limited to, agreements regarding confidential information and proprietary developments in a form approved by Paragon. For the avoidance of doubt, to the extent such employee is not transferred to the Paragon Group prior to the close of the Transferred Employee Deadline, such employee shall not be treated as a Transferred Employee for purposes of this Agreement.

9.2 No Employee Third Party Beneficiaries. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Paragon Employee or Noble Employee or former employee. For the avoidance of doubt, nothing in this Agreement shall create any obligation on the part of any member of the Noble Group or the Paragon Group to continue the employment of any employee for any period following the date of this Agreement or to change the employment status of any employee from “at will,” to the extent such employee is an “at will” employee under applicable Law.

9.3 Employees On Leave Of Absence. Paragon hereby acknowledges that Paragon shall be solely responsible for administering leaves of absence and complying with all applicable Law relating to leaves of absence with respect to Paragon Employees for all periods on and after the Distribution Date. During the Continuation Period, Paragon shall honor all terms and conditions of leaves of absence that have been granted by Noble to any individual who becomes a Transferred Employee under a Noble leave of absence program or FMLA or other applicable Law regarding leave of absence that is applicable to such individual immediately prior to the Distribution Date, including such leaves that are to commence after the individual’s employment is transferred to the Paragon Business.

24

9.4 Workers’ Compensation.

(a) In General . Effective as of the Distribution Date, Paragon shall assume all Liabilities relating to, arising out of, or resulting from any workers’ compensation claim by a Transferred Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before, on or after the Distribution Date. If Paragon is unable to assume any such Liability (or any portion thereof) or the administration of any such claim because of the operation of applicable Law or for any other reason, Noble shall retain such Liability and Paragon shall reimburse and otherwise fully indemnify Noble for such Liability, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen. Similarly, as of the Distribution Date, Noble shall assume all Liabilities relating to, arising out of, or resulting from any workers’ compensation claim by a Retained Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before, on or after the Distribution Date. If Noble is unable to assume any such Liability (or any portion thereof) or the administration of any such claim because of the operation of applicable Law or for any other reason, Paragon shall retain such Liability and Noble shall reimburse and otherwise fully indemnify Paragon for such Liability, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

(b) Jones Act Matters . Effective as of the Distribution Date, Paragon shall assume all Liabilities relating to, arising out of, or resulting from any claim by a Transferred Employee pursuant to the Merchant Marine Act of 1920 that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before, on or after the Distribution Date. If Paragon is unable to assume any such Liability (or any portion thereof) or the administration of any such claim because of the operation of applicable Law or for any other reason, Noble shall retain such Liability and Paragon shall reimburse and otherwise fully indemnify Noble for such Liability, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen. Similarly, as of the Distribution Date, Noble shall assume all Liabilities relating to, arising out of, or resulting from any claim by a Retained Employee pursuant to the Merchant Marine Act of 1920 that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before, on or after the Distribution Date. If Noble is unable to assume any such Liability (or any portion thereof) or the administration of any such claim because of the operation of applicable Law or for any other reason, Paragon shall retain such Liability and Noble shall reimburse and otherwise fully indemnify Paragon for such Liability, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

(c) Miscellaneous Matters . The Parties shall cooperate in good faith with respect to the notification to appropriate governmental agencies of the Distribution and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

25

ARTICLE X

GENERAL PROVISIONS

10.1 Effect if Distribution Does Not Occur. Subject to Section 10.8, if the Distribution does not occur, then all actions and events that are, under this Agreement, to be taken or occur effective as of the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed by the parties.

10.2 Limitation Of Liability.

(a) In General . To the extent that Noble or any member of the Noble Group provides services under this Agreement to Paragon, and such services are not otherwise addressed in the Transition Services Agreement, such services shall be performed with the same general degree of care as when performed within the Noble Group. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH (B), BELOW, PARAGON HEREBY EXPRESSLY WAIVES ANY RIGHT PARAGON MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW, OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY NOBLE OR ANY MEMBER OF THE NOBLE GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF NOBLE OR ANY MEMBER OF THE NOBLE GROUP OR ANY OTHER PERSON OR ENTITY INVOLVED IN THE PROVISION OF SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE.

(b) Noble Indemnity for Latent Non-Compliance . To the extent that any of the Assumed Plans or Replicated Plans may contain terms or conditions that are non-compliant with applicable Law, Noble shall indemnify Paragon for any material consequential costs that exceed $50,000, and which could not reasonably be avoided by Paragon (for example, by Plan amendment) after the noncompliance was first made known to Paragon, by Noble or otherwise. As a condition of any such obligation to provide indemnity, Paragon must: (a) notify Noble within 60 days of its knowledge of any notice of a noncompliant provision in any Plan; and (b) provide Noble with an opportunity to defend or participate in the defense of any claim for of noncompliance that could give rise to an indemnifiable cost. For purposes of the foregoing indemnity, a Plan provision that is noncompliant based on a change in Law or a clarification in Law that was promulgated after the Distribution Date shall not considered noncompliant if it was based on a reasonable interpretation of the Law prior to the Distribution Date.

10.3 Relationship Of Parties. Nothing in this Agreement shall be deemed or construed as creating a fiduciary relationship, a relationship of principal and agent, partnership or joint venture between the parties, the understanding and agreement being that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person, including any Noble Employee, Paragon Employee or Transferred Employee, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

26

10.4 Affiliates. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by each of their affiliates, respectively.

10.5 Incorporation Of Separation Agreement Provisions. The provisions of Sections 3.13 (Limitation of Liability), 7.4 (Notices) 7.6 (Binding Effect; Assignment), 7.9 (Failure of Indulgence Not Waiver; Remedies Cumulative), 7.11 (Authority) and 7.12 (Specific Performance) of the Separation Agreement are hereby incorporated by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein (references in this Section 10.5 to an “Article” or a “Section” shall mean Articles or Sections of the Separation Agreement, and, except as expressly set forth herein, references in the material incorporated herein by reference shall be references to the Separation Agreement).

10.6 Governing Law. This Agreement shall be governed and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction. The procedures for discussion, negotiation and arbitration set forth in Article VI of the Separation Agreement shall apply to any dispute, controversy or claim (whether sounding in contract, tort or otherwise) that arises out of or relates to, this Agreement any alleged breach hereof, or the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the date hereof), the construction, interpretation, enforcement or validity hereof or thereof (a “ Dispute ”). Each Party agrees on behalf of itself and the respective members of the Noble Group or Paragon Group, as applicable, that the procedures set forth in Article VI of the Separation Agreement shall be the sole and exclusive remedy in connection with any Dispute and irrevocably waives any right to commence any Action in or before any Governmental Authority, except as set forth in Section 5.1 of the Separation Agreement. Each Party on behalf of itself and the respective members of the Noble Group or Paragon Group, as applicable, irrevocably waives any right to any trial by jury with respect to any Dispute to which this Section 10.6 applies.

10.7 Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

27

10.8 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties.

10.9 Termination. This Agreement may be terminated at any time after the Distribution Date by mutual consent of Noble and Paragon. In the event of termination pursuant to this Section, no party shall have any liability of any kind under this Agreement to the other party.

10.10 Conflict. This Agreement, together with the Separation Agreement, the Ancillary Agreements, and the Schedules referenced or attached hereto and thereto, constitutes the entire agreement and understanding between Noble and Paragon with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. The foregoing notwithstanding, the provisions of this Agreement shall be subject to the provisions of such Transition Services Agreement and Brazil Services Agreement and to the extent that any provision in this Agreement is inconsistent with a provision in the Transition Services Agreement or Brazil Services Agreement, such provision in the Transition Services Agreement or Brazil Services Agreement shall control.

10.11 Counterparts. This Agreement, including Schedules hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

[ Remainder of Page intentionally Blank; Signature Page Follows ]

28

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date set forth above.

Exhibit 10.3

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (the “ Agreement ”) is entered into as of July 31, 2014 between Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“ Noble ”), and Paragon Offshore plc, a public limited company registered in England and Wales (“ Paragon ”). Noble and Paragon are sometimes hereinafter collectively referred to as the “ Parties ” and each individually as a “ Party .”

WHEREAS, Noble and Paragon have entered into a Master Separation Agreement, dated on or about the date hereof (as amended, restated or otherwise modified from time to time in accordance with its terms, the “ Master Separation Agreement ”);

WHEREAS, Noble and Paragon currently contemplate that Noble Corporation plc, a company incorporated in England and Wales and the parent company of Noble (“ Noble plc ”), will distribute all of Paragon’s ordinary shares, nominal value $0.01 per share, as a special dividend to the shareholders of Noble plc on a pro rata basis; and

WHEREAS, pursuant to the Master Separation Agreement, the Parties have agreed that (a) Noble will provide or cause to be provided to Paragon (and/or its Affiliates) certain services and other assistance on a transitional basis during the Transition Period and (b) Paragon will provide or cause to be provided to Noble (and/or its Affiliates) certain services and other assistance on a transitional basis during the Transition Period, in each case in accordance with the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used but not otherwise defined elsewhere in this Agreement shall have the respective meanings given to such terms in the Master Separation Agreement. The following terms shall have the meaning ascribed thereto for purposes of this Agreement, including all Schedules hereto:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Brazil Services Agreement ” means that certain Transition Services Agreement with respect to Brazil entered into by Noble, Paragon and certain affiliates of each of Noble and Paragon, dated on or about the date hereof, as the same may be amended, restated or otherwise modified from time to time in accordance with its terms.

“ Business ” means either the Noble Business or the Paragon Business (as applicable).

“ Business Day ” means any day, other than a Saturday, Sunday or a day on which banking institutions located in New York, New York shall be authorized or required by any Government Requirement to close.

“ Employee Matters Agreement ” means that certain Employee Matters Agreement entered into by Noble and Paragon dated on or about the date hereof, as the same may be amended, restated or otherwise modified from time to time in accordance with its terms.

“ Governmental Authority ” means any instrumentality, subdivision, court, administrative or other agency, commission, official or other authority of any country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, or any governmental, quasi-governmental or private body exercising any executive, regulatory, taxing, importing or other governmental or quasi-governmental authority.

“ Governmental Requirement ” means at any time (i) any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect at that time or (ii) any obligation included in any certificate, certification, franchise, permit or license issued by any Governmental Authority or resulting from binding arbitration, including any requirement under common law.

“ Group ” means either the Noble Group or the Paragon Group (as applicable).

“ Late Interest Rate ” means the lesser of (i) the one month LIBOR rate plus 2.00% or (ii) the maximum rate of interest permitted to be charged by applicable Governmental Requirements.

“ Noble Business ” means the ownership and operation of the Noble Rigs.

“ Noble Group ” means Noble plc and each direct or indirect Subsidiary of Noble plc (other than Paragon and any Subsidiary of Paragon).

“ Noble Rigs ” means the drilling rigs identified in Exhibit A to this Agreement.

“ Paragon Business ” means the ownership and operation of the Paragon Rigs.

“ Paragon Group ” means Paragon and each direct or indirect Subsidiary of Paragon (other than Noble and any Subsidiary of Noble).

“ Paragon Rigs ” means the drilling rigs identified in Exhibit B to this Agreement.

“ Person ” means any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or association or a Governmental Authority.

2

“ Regardless of Cause ” means, whether or not any Damages are asserted to have arisen by virtue of tort (including negligence), breach of statutory duty, breach of contract (including breach of condition) or quasi-contract, strict liability, misrepresentation, breach of any laws, regulations, rules or orders of any Governmental Requirements or otherwise, on the part of the Party or other Person seeking indemnity (or exclusion or limitation of liability). Regardless of Cause means whether or not any Damages are asserted to have been caused by or arisen by virtue of gross negligence on the part of the Party or other Person seeking indemnity (or exclusion or limitation of liability).

“ Service Provider ” means the Party (or its Subsidiary or Affiliate) providing a Service under this Agreement.

“ Service Receiver ” means the Party (or its Subsidiary or Affiliate) to whom a Service is being provided under this Agreement.

“ Service Receiver Group ” means the applicable Noble Group or Paragon Group receiving the Services from the Service Provider.

“ Subsidiary ” means, with respect to any specified Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“ Tax Sharing Agreement ” means the Tax Sharing Agreement, dated on or about the date hereof, between Paragon and Noble Parent.

“ Transition Period ” means the period from the Effective Date until December 31, 2015.

ARTICLE II

SERVICES

Section 2.1 Services. Subject to the terms and conditions of this Agreement, (a) Noble, acting through its own or procured through its Affiliates’ and their respective employees, agents, contractors or independent third parties, agrees to provide or cause to be provided to Paragon and its Subsidiaries (solely with respect to the Paragon Business) the services set forth in Schedules A-1 to A-8 hereto and any additional services provided to Paragon or its Subsidiaries pursuant to Section 2.3 of this Agreement (the “ Noble Services ”), and (b) Paragon, acting through its own or procured through its Affiliates’ and their respective employees, agents, contractors or independent third parties, agrees to provide or cause to be provided to Noble and its Subsidiaries (solely with respect to the Noble Business) the services set forth in Schedule B-1 hereto and any additional services provided to Noble or its Subsidiaries pursuant to Section 2.3 of this Agreement (the “ Paragon Services ” and, collectively with the Noble Services, the “ Services ”). At all times during the performance of the Services, all Persons performing such Services (including agents, temporary employees, independent third parties and consultants of the Service Provider, collectively, the “ Service Provider Group ”) shall be construed as being independent from the Service Receiver Group, and no such Person shall be considered or deemed to be an employee of any member of the Service Receiver Group nor entitled to any employee benefits of the Service Receiver as a result of this Agreement.

3

The Service Receiver acknowledges and agrees that, except as may be expressly set forth herein as a Service (including additional Services to be provided pursuant to Section 2.3 below), no member of the Service Provider Group shall be obligated to provide, or cause to be provided, any service or goods to any member of the Service Receiver Group.

Section 2.2 Service Coordinators . Each of Noble and Paragon will nominate a representative to act as the primary contact with respect to the provision of the Services as contemplated by this Agreement (the “ Service Coordinators ”). The initial Service Coordinators shall be Alan Hay for Noble and David Organ for Paragon. Unless Noble and Paragon otherwise agree, Noble and Paragon agree that all notices and communications relating to this Agreement other than those day-to-day communications and billings relating to the actual provision of the Services shall be directed to the Service Coordinators in accordance with Section 11.4 hereof. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute hereunder; and any dispute that is not resolved by the Service Coordinators within forty-five (45) calendar days shall be resolved in accordance with the dispute resolution procedures set forth in Section 11.3. Each of Noble and Paragon may treat an act of a Service Coordinator of the other Party which is consistent with the provisions of this Agreement as being authorized by such other Party without inquiring behind such act or ascertaining whether such Service Coordinator had authority to so act; provided, however , that no such Service Coordinator shall have authority to amend this Agreement. Unless otherwise provided herein, Noble and Paragon shall advise each other promptly (in any case no more than three Business Days) in writing of any change in their respective Service Coordinators, setting forth the name of the replacement, and stating that the replacement Service Coordinator is authorized to act for such Party in accordance with this Section 2.2.

Section 2.3 Additional Services . During the period from August 1, 2014 (the “ Effective Date ”) until the date that is ninety (90) days after the Effective Date, Noble and Paragon may, each acting in its sole discretion, mutually agree that a Service Provider will provide additional Services to a Service Receiver. Upon the mutual written agreement as to the nature, cost, duration and scope of such additional Services, Noble and Paragon shall supplement in writing the Schedules hereto to include such additional Services.

For the avoidance of doubt, no additional Services shall extend past the end of the Transition Period.

Section 2.4 Third-Party Services . The Service Provider shall have the right, whenever it deems necessary or advisable, to hire third-party subcontractors or acquire rights from third parties to provide all or part of any Service hereunder. The Service Provider will provide to the Service Receiver all reasonably requested information regarding such third-party subcontractors. The cost of such additional third-party Services or acquisition of such rights shall be billed to and paid for by the applicable Service Receiver in the manner set forth in the applicable Schedule and Article IV.

4

Section 2.5 Standard of Performance . The Services to be provided hereunder shall be performed in accordance with good oilfield practice for offshore drilling and with the same general degree of care as when the Service Provider and its Affiliates performed such services within the Service Provider organization prior to the Effective Date. It is understood and agreed that the employees of the Service Provider and the other members of the Service Provider Group performing the Services are not professional providers to third parties of the types of services included in the Services and that Service Provider Group employees performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY THE APPLICABLE SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE GOVERNMENTAL REQUIREMENTS, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED, REGARDLESS OF CAUSE, BY THE APPLICABLE SERVICE RECEIVER.

Section 2.6 Service Boundaries and Scope . Except as otherwise provided in this Agreement or a Schedule for a specific Service: (a) the Service Provider shall be required to provide, or cause to be provided, the Services only to the extent and only at the locations such Services are being provided by any member of the Service Provider Group for the applicable Business immediately prior to the Effective Date; and (b) the Services shall be available only for purposes of conducting the applicable Business substantially in the manner it was conducted immediately prior to the Effective Date. Except as otherwise provided in this Agreement or a Schedule for a specific Service, in providing, or causing to be provided, the Services, the Service Provider shall not be obligated to: (i) maintain the employment of any specific employee or hire additional employees or third-party service providers; (ii) purchase, lease or license any additional equipment (including computer equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property), software or other assets, rights or properties; (iii) make modifications to its existing systems or software; (iv) provide any member of the Service Receiver Group with access to any systems or software; (v) provide or cause to be provided any training, licensing or similar services to any person; (vi) provide any marketing, promotional, bid inquiry or similar services; (vii) provide any transportation or shipping services; or (viii) pay any costs related to the transfer or conversion of data of any member of the Service Receiver Group. Each Party in its capacity as a Service Receiver acknowledges (on its own behalf and on behalf of the other members of its respective Group) that the employees of the Service Provider or any other members of the Service Provider Group who may be assisting in the provision of Services hereunder are or may be at-will employees and, in any event, may terminate or be terminated from employment with the Service Provider or any of the other members of the Service Provider Group providing Services hereunder at any time for any reason. For the avoidance of doubt, the Services do not include any services required for or as the result of any business acquisitions, divestitures, start-ups or terminations by either Party or any other member of such Party’s Group or any similar transactions.

5

Section 2.7 Noble Documents and Other Information .

6

Section 2.8 Paragon Documents and Other Information .

7

Section 2.9 Transitional Nature of Services; Changes . The Parties acknowledge the transitional nature of the Services and that the applicable Service Provider may make changes from time to time in the manner of performing the Services.

Section 2.10 Conflict with Laws; Business Ethics . Notwithstanding anything in this Agreement to the contrary, (a) no Service Provider nor any of its Affiliates shall undertake any actions that would or may place such Service Provider in violation of any Governmental Requirements and (b) (i) Paragon acknowledges receipt from Noble of Noble’s Code of Business Conduct and Ethics (the “ Noble Code ”), and (ii) Noble acknowledges receipt from Paragon of Paragon’s Code of Business Conduct and Ethics (the “ Paragon Code ” and, together with the Noble Code, the “ Business Codes ”), and each of the Parties agrees that the other Party shall not be required to take any actions that would place such Party or any other member of such Party’s Group in violation of its Business Code or any other governance or other policies of its Group, as they may be amended from time to time. Each Party agrees to notify each other Party in writing of any amendment or modification of such Party’s Business Code and provide a copy of the same within three (3) Business Days of such amendment or modification.

8

Section 2.11 Local Implementing Agreements; Access . The Parties recognize and agree that there may be a need to document the Services provided hereunder in or with respect to various countries from time to time. Consequently, the Parties shall enter into, or cause their respective Subsidiaries to enter into, local implementing agreements (“ Local Agreements ”) for Services to be provided hereunder in or with respect to such countries or geographical regions as either Noble or Paragon may reasonably request from time to time; provided , however , that the execution or performance of any such Local Agreement shall in no way alter or modify any term or condition hereof nor the effect thereof. Without limiting the generality of the foregoing, should there be any conflict between any term or condition of a Local Agreement and this Agreement, the terms and conditions of this Agreement shall prevail.

During the term of this Agreement and for so long as any Services are being provided, the Noble Group will provide the Paragon Group and its authorized representatives such access to Noble and any other member of the Noble Group and their respective employees, representatives, facilities, premises, rigs and other equipment and books and records as Paragon and its representatives may reasonably require in order to perform the Services or fulfill their respective obligations hereunder. During the term of this Agreement and for so long as any Services are being provided, the Paragon Group will provide the Noble Group and its authorized representatives such access to Paragon and any other member of the Paragon Group and their respective employees, representatives, facilities, premises, rigs and other equipment and books and records as Noble and its representatives may reasonably require in order to perform the Services or fulfill their respective obligations hereunder.

ARTICLE III

CHARGES

Section 3.1 Charges . Subject to Section 8.4(A) , each Service will be provided at the price indicated in the corresponding Schedule hereto.

ARTICLE IV

PAYMENT

Section 4.1 Payment . Charges for Services shall be invoiced monthly or at such other times as provided in the applicable Schedules hereunder in one or more statements (the “ Monthly Statements ”) prepared by the applicable Service Provider or one or more of its Affiliates and in the form set forth in Exhibit C hereto (with Noble as Service Provider) or Exhibit D hereto (with Paragon as Service Provider). The recipient of such invoice shall make the corresponding payment no later than thirty (30) calendar days after receipt of the Monthly Statement. Each Monthly Statement shall be directed to the applicable Service Coordinator or such other person designated in writing from time to time by such Service Coordinator. The Monthly Statement shall set forth in reasonable detail, for the period covered by such Monthly Statement: (i) the Services rendered and (ii) the basis for the calculation of the costs as set forth in Section 3.1, if applicable. If the Service

9

Provider or one or more of its Affiliates incurs any out-of-pocket expenses (including any incremental license fees incurred by the Service Provider in connection with the performance of the Services and any travel expenses incurred at the request or with the consent of the Service Receiver) or remits funds to a third party on behalf of the Service Receiver, in either case in connection with the rendering of the Services, then the Service Provider or one or more of its Affiliates shall include such amount on a Monthly Statement to the Service Receiver, with reasonable supporting documentation, and the Service Receiver shall reimburse that amount to the Service Provider or its Affiliate (as applicable) pursuant to this Section 4.1 as part of its next monthly payment. In the event there is any dispute with respect to a Monthly Statement, the Service Receiver shall make the payment for all non-disputed portions in accordance herewith. The Service Receiver will withhold an amount that the Service Provider or its Affiliate (as applicable) is entitled to, together with interest thereon at the Late Interest Rate, as if such amount were past due. In the event it is determined that the Service Receiver is entitled to a refund of amounts actually paid by the Service Receiver hereunder, the Service Provider or its Affiliate (as applicable) shall pay the Service Receiver such overpaid amount with interest at the Late Interest Rate.

Any amount due from the Service Receiver under this Agreement that is not paid in full on or before the date such payment is due will incur a delayed payment charge on the unpaid amount from the original due date until the date paid at a per annum rate of interest equal to the Late Interest Rate.

The Service Receiver shall be responsible for all transfer taxes, excises, fees or other charges (including any sales, use, goods and services, value added or similar taxes) imposed or assessed on the Service Provider or its Affiliates as a result of the provision of Services under this Agreement. The Service Receiver shall be entitled to deduct and withhold taxes required by any Governmental Requirements to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Service Receiver shall (i) pay, in addition to the amount otherwise due to the Service Provider under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Service Provider will equal the full amount the Service Provider would have received had no such deduction or withholding been required, (ii) pay such deducted and withheld amount to the proper Governmental Authority, and (iii) promptly provide to the Service Provider evidence of such payment to such Governmental Authority.

Section 4.2 Reconciliation of Expenses . As expenses to provide the Services may be reconciled over time, the reconciled amounts (together with interest at the Late Interest Rate from the date such amounts were due and payable to a Party had the reconciliation not been required until the date such amounts are actually paid to such Party, if applicable), shall be included in the next applicable Monthly Statement.

ARTICLE V

TERM

Section 5.1 Term . The term of this Agreement shall commence on the Effective Date and shall continue in force until the termination of all Services in accordance with the duration of such Services set forth in the Schedules hereto or as otherwise set forth herein. Each Party shall undertake to provide to itself (either directly or through third parties other than the other Party and its Affiliates), and to terminate as soon as reasonably practicable, the Services provided to such Party hereunder. Except as otherwise provided in a Schedule with respect to a specific Service, all Services shall terminate at the end of the Transition Period.

10

ARTICLE VI

DISCONTINUATION OF SERVICES

Section 6.1 Discontinuation of Services . Except for those Services for which a minimum duration has been set in this Agreement or the Schedules hereto, the Service Receiver may, upon thirty (30) calendar days’ advance written notice to the Service Provider, elect to discontinue any individual Service from time to time or this Agreement in its entirety; provided , that any discontinuation of any Service will not affect the amounts payable to the Service Provider hereunder unless (and then only to the extent that) the charges for the discontinued Services are separately identified in this Agreement or the applicable Schedule. The Service Receiver shall be liable to the Service Provider for all costs and expenses the Service Provider or any member of the Service Provider Group remains obligated to pay in connection with any discontinued Service or Services, except in the case of a Service terminated by the Service Receiver pursuant to clause (ii) of the first sentence of Section 7.1.

ARTICLE VII

DEFAULT

Section 7.1 Termination for Default . In the event (i) of a failure of the Service Receiver to pay for Services in accordance with the terms of this Agreement, or (ii) of a failure of the Service Provider to perform, or cause to be performed, the Services in accordance with the terms of this Agreement, which failure described in clause (ii) above results or could reasonably result in a material adverse impact on the applicable Business of the Service Receiver, then in the case of either clause (i) or clause (ii) the non-defaulting Party shall have the right, at its sole discretion, to terminate this Agreement if the defaulting Party has (A) failed to cure the default within forty five (45) days of receipt of the written notice of default or, (B) if such default is not reasonably susceptible to cure within a 45-day period, failed to take action within forty five (45) days of receipt of the written notice of default reasonably designed to cure such default as soon as is reasonably practicable. The Service Receiver’s right to terminate this Agreement set forth in clause (ii) above and the rights set forth in Section 8.4 shall constitute the Service Receiver’s sole and exclusive rights and remedies for a breach by the Service Provider hereunder (including any breach caused by an Affiliate of the Service Provider or other third party providing a Service hereunder).

Section 7.2 Termination for Bankruptcy . In the event that a Party shall (i) file a petition in bankruptcy, (ii) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) calendar days) related to its liquidation, insolvency or the appointment of a receiver, (iii) make an assignment on behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up or dissolution, then the other Party shall have the right to terminate this Agreement by providing written notice in accordance with Section 11.4.

11

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Liabilities and Indemnities .

12

13

14

Section 8.2 Limitations on Damages . NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THIS ARTICLE VIII. FOR PURPOSES OF THIS ARTICLE VIII, “CONSEQUENTIAL DAMAGES” MEANS ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES).

15

Section 8.3 Limited Recourse . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) NO AFFILIATE OF ANY PARTY WILL HAVE ANY LIABILITY OR RESPONSIBILITY FOR, RELATING TO OR IN CONNECTION WITH A PARTY’S FAILURE TO PERFORM ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS AGREEMENT AND (B) IN PURSUING ANY REMEDY FOR ANY PARTY’S BREACH OF ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS AGREEMENT OR OF ANY DUTY OR STANDARD OF CONDUCT BASED ON NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR PERSONAL INJURY OR OTHER TORT OR VIOLATION OF APPLICABLE GOVERNMENTAL REQUIREMENTS, OR OTHERWISE, THE OTHER PARTY WILL NOT HAVE RECOURSE AGAINST ANY PERSON OTHER THAN THE DEFAULTING OR BREACHING PARTY ITSELF NOR AGAINST ANY ASSETS OTHER THAN THE ASSETS OF THE DEFAULTING OR BREACHING PARTY ITSELF.

Section 8.4 Limitation on Remedies . The Parties hereby acknowledge and agree that:

16

17

Section 8.5 Express Negligence . EXCEPT AS OTHERWISE EXPRESSED THEREIN, THE INDEMNITY, RELEASES AND LIMITATIONS ON DAMAGES, RECOURSE AND LIABILITIES IN THIS AGREEMENT (INCLUDING ARTICLES II AND VIII) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF, REGARDLESS OF CAUSE.

ARTICLE IX

CONFIDENTIALITY

Section 9.1 Confidentiality . The Parties each acknowledge and agree that the terms of the Master Separation Agreement shall apply to information, documents, plans and other data made available or disclosed by one Party to the other in connection with this Agreement, including any such information Paragon may gain from access to the Noble Systems or that Noble may gain from access to the Paragon Systems.

ARTICLE X

FORCE MAJEURE

Section 10.1 Effect and Definition . No failure or omission by either Party to perform or carry out its obligations in accordance with this Agreement (other than the obligation to make payment) shall give rise to any claim by the other Party or be deemed a breach of this Agreement if such failure or omission arises from a Force Majeure Event. “ Force Majeure Event ” shall mean any event or circumstance that is beyond the reasonable control of the Party affected thereby, including lightning, earthquakes, tornadoes, hurricanes, floods, wash outs, storms, fires, explosions, epidemics, acts of God, other natural disasters, acts of the public enemy, computer crimes, cyber terrorism, actions by any Governmental Authority or other governmental interference, insurrections, riots, civil disturbance, sabotage, terrorism, threats of sabotage or terrorism, vandalism, wars and war like actions (whether declared or undeclared and whether actual, pending or expected), confiscation, seizure, arrests or other restraints by a Governmental Authority, blockades, embargoes, boycotts, strikes, lockouts, labor unrest and other labor disputes, and any shortage of adequate power or transportation facilities.

Section 10.2 Notification Requirements . The Party claiming to be affected by a Force Majeure Event shall, as soon as reasonably practicable, notify the other Party of the beginning and end of any event claimed to be a Force Majeure Event and use commercially reasonable efforts to resume performance in accordance with this Agreement as soon as is reasonably practicable after the end of the Force Majeure Event.

Section 10.3 Cooperation . The Parties shall cooperate in reasonable respects with each other to find alternative means and methods for the provision of any suspended Service with respect to a Force Majeure Event.

18

ARTICLE XI

MISCELLANEOUS

Section 11.1 Construction Rules .

Section 11.2 Entire Agreement . This Agreement, the Master Separation Agreement, the Ancillary Agreements (as defined in the Master Separation Agreement) and the Schedules referenced or attached hereto and thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 11.3 Governing Law .

19

Section 11.4 Notices . Unless expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered or (ii) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a party as it shall have specified by like notice.

Section 11.5 Counterparts . This Agreement, including the Exhibits and Schedules hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 11.6 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors. This Agreement may not be assigned by any Party, except that either Party in its capacity as a Service Provider may assign any or all of its rights, interests and obligations hereunder to an Affiliate in order to provide any Service hereunder, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein, and provided further that no such assignment shall release Noble or Paragon, as the case may be, from any liability or obligation under this Agreement.

Section 11.7 No Third Party Beneficiaries . This Agreement is solely for the benefit of Noble, Paragon and any Affiliate of either Party providing Services hereunder and is not intended to confer upon any other Person except such Persons any rights or remedies hereunder, and except for any Indemnified Party under Article VIII.

Section 11.8 Severability . If any term or other provision of this Agreement or the Exhibits or Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the

20

transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 11.9 Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.10 Amendment . No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties.

Section 11.11 Authority . Each of the Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 11.12 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or the Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

Section 11.13 Construction . This Agreement shall be construed as if jointly drafted by Noble and Paragon and, except as set forth in this Section 11.13, no rule of construction or strict interpretation shall be applied against any Party.

Section 11.14 Relationship of Parties . Each Party in its capacity as a Service Receiver understands and agrees that the Service Provider’s relationship to such Party as a Service Receiver under this Agreement is strictly a contractual arrangement on the terms and conditions set forth in this Agreement, that no fiduciary, trust, partnership, joint venture, agency or advisory relationship exists between either Party as a Service Provider and the other Party as a Service

21

Receiver, that all Services are provided by the Service Provider as an independent contractor and that each Party in its capacity as a Service Receiver hereby waives any and all rights that it may otherwise have under applicable Governmental Requirements to make any claims or take any action against the other Party (or any of its Affiliates) as a Service Provider based on any theory of agency, fiduciary duty, relationship of trust or other special standard of care.

Section 11.15 Further Assurances . From time to time, each Party agrees to execute and deliver such additional documents, and will provide such additional information and assistance as either Party may reasonably require to carry out the terms of this Agreement.

Section 11.16 Survival . The Parties agree that Articles IV, VIII, IX, and XI and any limitations on liability or responsibility and any exculpatory, disclaimer, waiver or similar provisions will survive the termination of this Agreement and that any such termination shall not affect any obligation for the payment of Services rendered or any other amounts due to the Service Provider under this Agreement prior to termination.

[ Remainder of Page intentionally Blank; Signature Pages Follow ]

22

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

Exhibit 10.4

EXECUTION COPY

TRANSITION SERVICES AGREEMENT

(BRAZIL)

This TRANSITION SERVICES AGREEMENT for Brazil (the “ Agreement ”) is entered into as of July 31, 2014 among Paragon Offshore do Brasil Limitada, a company organized under the laws of Brazil (“ Limitada ” or the “ Service Provider ”), Paragon Offshore (Nederland) B.V., a company organized under the laws of the Netherlands (“ PONBV ”), Paragon Offshore PLC, a public limited company registered in England and Wales (“ Paragon ”), Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“ Noble Cayman ”), Noble Dave Beard Limited, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“ NDBL ”) and Noble Drilling (Nederland) II B.V., a company organized under the laws of the Netherlands (“ NDNBV II ”). Limitada, PONBV, Paragon, Noble Cayman, NDBL and NDNBV II are sometimes hereinafter collectively referred to as the “ Parties ” and each individually as a “ Party .”

WHEREAS the current holding company of the Noble group of companies, Noble Corporation PLC, a public limited company registered in England and Wales (“ Noble Parent ”), will transfer ownership of the majority of its standard specification drilling business to Paragon (such transfer, the “ Separation ”) and, thereafter, will distribute all of the ordinary shares of Paragon to Noble Parent’s shareholders (the “ Distribution ”);

WHEREAS, after the Separation, NDNBV II, NDBL, the owners of the Noble Rigs (as defined below), Noble Cayman and Bully 2 (Switzerland) GmbH, a company organized under the laws of Switzerland (“ Bully 2 (Swiss) ”), will each be indirect wholly-owned subsidiaries of Noble Parent and Limitada and PONBV will each be indirect wholly-owned subsidiaries of Paragon.

WHEREAS, prior to the Distribution, Limitada, as a wholly-owned indirect subsidiary of Noble Parent, has provided certain local administrative, maintenance and operational support services in Brazil in connection with the performance of the Local Services Agreements (as defined below); and

WHEREAS, Noble Cayman, NDBL, NDNBV II, Bully 2 (Swiss) and the owners of the Noble Rigs (as defined below) desire to ensure that the services continue to be provided in respect of the Noble Rigs following the Distribution.

NOW, THEREFORE, in consideration of the premises and the agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used but not otherwise defined elsewhere in this Agreement shall have the respective meanings given to such terms in the Master Separation Agreement, dated on or about the date hereof, between Noble Cayman and Paragon (the “ Master Separation Agreement ”). The following terms shall have the meaning ascribed thereto for purposes of this Agreement, including all Schedules hereto:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Allocated Shore-Based Costs ” means the shore-based costs allocated for a Noble Rig in accordance with the Allocation Method.

“ Allocation Method ” means for each day for which Services are provided under this Agreement, the allocation of the total allocable at the time shore-based costs among all of the Noble Rigs, other than the Noble Bully II , and any Paragon rigs operating in Brazil (the “ Aggregate Rigs ”) based upon (i) first allocating all amounts to the Noble Bully II as required under the Bully II Shell Charter, and (ii) then allocating the remaining costs based upon each other rig’s pro rata portion of such remaining costs based on the ratio of each such rig to the number of Aggregate Rigs (other than the Noble Bully II ), for the avoidance of doubt, no shore-based costs that relate solely to Paragon Rigs shall be allocated to the Noble Rigs.

“ Brazilian Indirect Taxes ” means any payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, currency transfer, transfer import, export, value added or other similar taxes imposed by any Governmental Authority in Brazil; provided that Brazilian Indirect Taxes shall not include any income taxes.

“ Business Day ” means any day, other than a Saturday, Sunday or a day on which banking institutions located in New York, New York or Rio de Janeiro, Brazil shall be authorized or required by any Government Requirement to close.

“ Customer Revenues ” means all amounts paid during any calendar month with respect to services provided on or after the Effective Date by (x) Petrobras or Shell, as the case may be, under the Local Services Agreements or (y) any customer under a New Local Services Agreement.

“ Charters ” means the Petrobras Charters, the Shell Charters and any New Noble Charter.

“ Client Debit Notes ” means any client debit notes relating to expenses incurred and eventually paid by Petrobras on behalf of the Noble Rigs under the Petrobras Charters and the Petrobras Local Services Agreement.

“ Delayed Accrued Expenses ” means (i) all contingent liabilities, including any third-party claims arising from the provision of the Services and any increase in Brazilian Indirect Taxes resulting from an audit or assessment by a Governmental Authority in Brazil, and (ii) Client Debit Notes.

2

“ Effective Date ” means the Distribution Date.

“ Employee Matters Agreement ” means the Employee Matters Agreement, dated on or about the date hereof, between Paragon and Noble Parent.

“ Governmental Authority ” means any instrumentality, subdivision, court, administrative or other agency, commission, official or other authority of any country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, or any governmental, quasi-governmental or private body exercising any executive, regulatory, taxing, importing or other governmental or quasi-governmental authority.

“ Governmental Requirement ” means at any time (i) any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, writ, edict, award, authorization or other requirement of any Governmental Authority in effect at that time or (ii) any obligation included in any certificate, certification, franchise, permit or license issued by any Governmental Authority or resulting from binding arbitration, including any requirement under common law.

“ Late Interest Rate ” means the lesser of (i) the one month LIBOR rate plus 2.00% or (ii) the maximum rate of interest permitted to be charged by applicable Governmental Requirements.

“ Local Services Agreements ” means the Petrobras Local Services Agreement, the Shell Local Services Agreements and any New Local Services Agreement.

“ New Local Services Agreements ” means the local services agreements in respect of a new Noble Rig brought into Brazilian waters during the terms of this Agreement (excluding for the avoidance of doubt, the local services agreements in respect of the Noble Dave Beard , the Noble Paul Wolff , the Noble Max Smith and the Noble Bully II ).

“ New Noble Charter ” means the charter in respect of a new Noble Rig brought into Brazilian waters during the term of this Agreement (excluding for the avoidance of doubt, the charters in respect of the Noble Dave Beard , the Noble Paul Wolff , the Noble Max Smith and the Noble Bully II ).

“ Noble Group ” means each direct or indirect Subsidiary of Noble Parent after the Effective Date, including Noble Cayman, NDBL, Bully 2 (Swiss), the owners of the Noble Rigs and NDNBV II.

“ Noble Rig ” means any drilling or other offshore oilfield rig owned by a Subsidiary or Affiliate of Noble Parent and for which the Service Provider is providing Services under this Agreement. At the date of this Agreement, such Noble Rigs are the Noble Dave Beard , the Noble Paul Wolff , the Noble Max Smith and the Noble Bully II .

“ Non-Brazilian Rig Personnel ” has the meaning set forth on Exhibit B .

“ Non-Brazilian Rig Personnel Charge ” has the meaning set forth on Exhibit B .

“ Paragon Group ” means each direct or indirect Subsidiary of Paragon after the Effective Date, including Limitada and PONBV.

3

“ Payable Accrued Expenses ” means all accrued expenses reflected on rig operating statements for the Noble Rigs other than Delayed Accrued Expenses.

“ Person ” means any individual, partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or association or a Governmental Authority.

“ Petrobras ” means Pertroleo Brasileiro S.A. and any of its subsidiaries which are conducting operations in Brazil.

“ Petrobras Charters ” means (i) that certain Chartering Contract No. 2050.0013073.05.2 by and between Petrobras and PONBV dated January 2, 2006, as the same may be amended, restated or otherwise modified from time to time (the “ Dave Beard Charter ”), and (ii) that certain Charter Contract No. 101.2.038.97-5 by and between Petrobras and PONBV, dated July 2, 1997, including all annexes thereto and as the same has been or may be amended, restated or otherwise modified from time to time.

“ Petrobras Local Services Agreement ” means (i) that certain Provision of Services Contract No. 2050.0013073.05.2 by and between Petrobras and the Service Provider dated January 2, 2006, as the same may be amended, restated or otherwise modified from time to time, and (ii) that certain Service Contract No. 101.2.039.97-8 by and between Petrobras and the Service Provider, dated July 2, 1997, including all annexes thereto and as the same has been or may be amended, restated or otherwise modified from time to time.

“ Regardless of Cause ” means whether or not any Damages are asserted to have arisen by virtue of tort (including negligence), gross negligence on the part of the Party or other Person seeking indemnity, breach of statutory duty, breach of contract (including breach of condition) or quasi-contract, strict liability, misrepresentation, breach of any laws, regulations, rules or orders of any Governmental Requirements or otherwise, on the part of the Party or other Person seeking indemnity (or exclusion or limitation of liability).

“ Service Recipient ” means NDBL or NDNBV II, as applicable.

“ Shell ” means Royal Dutch Shell plc and any of its subsidiaries which are conducting operations in Brazil.

“ Shell Charters ” means (i) that certain Contract No. 4610035274 for the charter of the mobile offshore drilling unit Noble Max Smith by and between Shell Brasil Petroleo Ltda. (“ Shell Brasil ”) and PONBV, dated May 8, 2012, which has been duly assigned from PONBV to NDNBV II and as the same may be amended, restated or otherwise modified from time to time, and (ii) that certain Contract No. 4610032698 for the charter of the mobile offshore drilling unit Noble Bully II by and between Shell Brasil and Bully 2 (Luxembourg) S.à r.l., dated November 22, 2011, as the same may be amended, restated or otherwise modified from time to time (the “ Bully II Shell Charter ”).

4

“ Shell Local Services Agreements ” means (i) that certain Contract No. 4610035275 for the provision of services onboard the mobile offshore drilling unit Noble Max Smith by and between Shell Brasil and the Service Provider, dated May 8, 2012, as the same may be amended, restated or otherwise modified from time to time, and (ii) that certain Contract No. 4610032699 for the provision of services onboard the mobile offshore drilling unit Noble Bully II by and between Shell Brasil and the Service Provider, dated November 22, 2011, as the same may be amended, restated or otherwise modified from time to time (the “ Bully II Shell Local Services Agreement ”).

“ Subsidiary ” means, with respect to any specified Person, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“ Supervisory Employees ” means any of the Paragon employees specified on Exhibit F, or their respective successors.

“ Tax Sharing Agreement ” means the Tax Sharing Agreement, dated on or about the date hereof, between Paragon and Noble Parent.

“ Transition Services Agreement ” means the Transition Services Agreement, dated on or about the date hereof, between Paragon and Noble Cayman.

ARTICLE II

SERVICES

Section 2.1 Services . Subject to the terms and conditions of this Agreement, the Service Provider agrees to provide or cause to be provided under this Agreement, services in Brazil in support of the Noble Rigs, all as further set forth in Exhibit A hereto. In addition, the Service Provider agrees to provide or cause to be provided under this Agreement the services set forth in Exhibit B for rigs outside of Brazil or with respect to rigs in transport described in Exhibit B . At the request of the Service Recipient, the Service Provider also shall provide the Services hereunder in respect of any additional Noble Rig operating under a New Noble Charter. At all times during the performance of the Services, all Persons performing such Services (including agents, temporary employees, independent third parties and consultants) shall be construed as being independent from the Noble Group, and no such Person shall be considered or deemed to be an employee of any member of the Noble Group nor entitled to any employee benefits of any member of the Noble Group as a result of this Agreement. No actions of Service Provider employees who are solely associated with the business of Paragon shall be included in the Services. All of such services described in this Section 2.1 are collectively referred to herein as the “ Services ”.

Section 2.2 Service Coordinators . Each of the Noble Group and the Paragon Group will nominate a representative to act as the primary contact with respect to the provision of the Services as contemplated by this Agreement (the “ Service Coordinators ”). The initial Noble

5

Group Service Coordinator shall be Ronald James and the initial Paragon Group Service Coordinator shall be Rafael Andrade. Unless the Parties otherwise agree, all notices and communications relating to this Agreement other than those day-to-day communications and billings relating to the actual provision of the Services shall be directed to the Service Coordinators in accordance with Section 11.4 hereof. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute hereunder; and any dispute that is not resolved by the Service Coordinators within forty-five (45) calendar days shall be resolved in accordance with the dispute resolution procedures set forth in Section 11.3. Each of the Noble Group and the Paragon Group may treat an act of a Service Coordinator of the other Group which is consistent with the provisions of this Agreement as being authorized by such other Group without inquiring behind such act or ascertaining whether such Service Coordinator had authority to so act; provided, however , that no such Service Coordinator shall have authority to amend this Agreement. Unless otherwise provided herein, the Noble Group and the Paragon Group shall advise each other promptly (in any case no more than seven Business Days) in writing of any change in their respective Service Coordinators, setting forth the name of the replacement, and stating that the replacement Service Coordinator is authorized to act for such Group in accordance with this Section 2.2, provided that any new or replacement Paragon Group Service Coordinator shall be subject to the approval of the Noble Group (such approval not to be unreasonably withheld).

Section 2.3 Third-Party Services . Without the prior written consent of the Noble Group Service Coordinator, the Service Provider shall not have the right to hire third-party subcontractors to provide all or part of any Service hereunder unless (i) the service to be so subcontracted was previously performed by a third-party prior to the Effective Date or (ii) the Paragon Group will also use such third-party subcontractor to provide such service for its own rigs in Brazil and the subcontracting will not increase the cost of the service to the Noble Group. The Paragon Group Service Coordinator will provide to the Noble Group Service Coordinator all reasonably requested information regarding any such third-party subcontractors.

Section 2.4 Standard of Performance . The Services to be provided hereunder shall be performed in accordance with good oilfield practice for offshore drilling and at the higher of (i) the level and general degree of care provided when the Service Provider and its Affiliates performed such Services within the Noble Group organization prior to the Effective Date and (ii) any service levels required under the Local Services Agreements. To the extent reasonably possible, the Service Provider shall maintain the crews employed on the Noble Rigs that provided the Services prior to the Effective Date; provided, however , that the Service Provider shall be entitled to terminate any such employees that are a part of such crews in its sole discretion. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.4, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY THE SERVICE PROVIDER WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE GOVERNMENTAL REQUIREMENTS, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED, REGARDLESS OF CAUSE.

6

Section 2.5 Service Boundaries and Scope . Except as otherwise provided in this Agreement or a Schedule for a specific Service, the Service Provider shall be required to provide, or cause to be provided, the Services only at the fixed office locations from which the Services were provided prior to the Effective Date and will not be required to open any additional offices. Except as otherwise provided in this Agreement or a Schedule for a specific Service, in providing, or causing to be provided, the Services, the Service Provider shall not be obligated to maintain the employment of any specific employee. The Service Recipient acknowledges (respectively on its own behalf and on behalf of the other members of the Noble Group) that the employees of the Service Provider or any other members of the Paragon Group who may be assisting in the provision of Services hereunder are or may be at-will employees and, in any event, may terminate or be terminated from employment with the Service Provider or any of the other members of the Paragon Group providing Services hereunder at any time for any reason. The Noble Group Service Coordinator may require, on behalf of the Service Recipient, that any person providing Services to the Noble Group under this Agreement (whether or not an employee of the Service Provider or any other member of the Paragon Group) be replaced with another person reasonably acceptable to the Noble Group Coordinator.

Section 2.6 Conflict with Laws; Business Ethics . Notwithstanding anything in this Agreement to the contrary, (a) none of the Parties nor any Affiliate of any Party shall be required to undertake any actions that would or may place such Party or Affiliate in violation of any Governmental Requirements (including, without limitation, the Foreign Corrupt Practices Act) and (b) the Service Provider acknowledges receipt from the Service Recipient of Noble’s Code of Business Conduct and Ethics (the “ Business Code ”), and the Service Provider agrees to comply, and to cause any Affiliate or Permitted Subcontractor performing any Services to comply, with the Business Code and other governance or other policies of the Noble Group, as they may be amended from time to time, throughout the Service Provider’s performance of the Services. The Service Recipient agrees to notify the Service Provider in writing of any amendment or modification of the Business Code and provide a copy of the same within three (3) Business Days of such amendment or modification.

Section 2.7 Access . During the term of this Agreement and for a period of three (3) years thereafter, (a) the Service Provider will provide, and cause any Permitted Subcontractor to provide, the Service Recipient and its authorized representatives such access to the Service Provider, any other member of the Paragon Group and any Permitted Subcontractor, and their respective employees, representatives, facilities, premises and other equipment and books and records as the Service Recipient and its representatives may reasonably require in order to, among other things, monitor the performance of the Services, verify the calculations of the Charges (as defined below) and any other payments due to Service Provider hereunder, verify compliance with the standards of conduct set forth in Section 2.6 above; and (b) the Service Recipient will provide the Service Provider and its authorized representatives such access to the Service Recipient and any other member of the Noble Group and their respective employees, representatives, facilities, premises, rigs and other equipment and books and records as the Service Provider and its representatives may reasonably require in order to perform the Services or fulfill their respective obligations hereunder. The Parties agree that they will retain their books and records during the period set forth in the first sentence of this Section 2.7 in order to allow sufficient access to undertake any review pursuant to this Section 2.7 and to cause their document retention policies to be consistent with such retention requirements.

7

ARTICLE III

CHARGES

Section 3.1 Charges . Charges for Services rendered under this Agreement will be calculated in accordance with this Article and paid monthly in accordance with Article IV. The Charges will consist of (a) charges calculated by reference to a rig operating statement for each applicable Noble Rig, reflecting the contract drilling and Allocated Shore-Based Costs for such Noble Rig during a calendar month (which, for the avoidance of doubt, will not include any Delayed Accrued Expenses) including the Payable Accrued Expenses for such calendar month (the “ Rig Invoices ”) which will be in the form set forth in Exhibit C attached hereto, and (b) the applicable Non-Brazilian Rig Personnel Charge for such calendar month (collectively, the “ Charges ”). Subject to any adjustments provided for in this Agreement, the Service Provider shall be entitled to retain any Customer Revenues paid under the Local Services Agreements. The Charges with respect to each Noble Rig for any calendar month will equal the excess of ( A ) one hundred six percent (106%) of the total amount reflected on the applicable Rig Invoice less ( B ) Customer Revenues received with respect to such Noble Rig during such calendar month (as so calculated, the “ Noble Rig Monthly Charges ”). The Charges with respect to any applicable Non-Brazilian Rig Personnel Charges for any calendar month will equal one hundred six percent (106%) of the Non-Brazilian Rig Personnel Charges for such calendar month (as so calculated, the “ Other Rig Monthly Charges ” and, together with the Noble Rig Monthly Charges, the “ Monthly Charges ”). For the avoidance of doubt, (i) no Charges relating to any services provided with respect to periods prior to the Effective Date will be passed through under this Agreement and (ii) Noble shall not be responsible for any costs or expenses related to the termination of any Paragon employees. In the event that the Noble Dave Beard enters a shipyard prior to the assignment of the Dave Beard Charter from PONBV to NDNBV II, PONBV shall enter into any shipyard contract reasonably requested by Noble Cayman and shall pass through all costs under such contract to the Service Recipient as Charges pursuant to this Agreement. For any shipyard contract entered into pursuant to this Section 3.1, the Parties will cooperate to ensure that such shipyard contract provides indemnification obligations on substantially the same terms as those provided in Article VIII of this Agreement.

Section 3.2 Taxes . The contract drilling and shore-based costs reflected on the Rig Invoices for any calendar month shall include all Brazilian Indirect Taxes (grossed-up for any incremental indirect taxes as a result of the reimbursement) imposed on the Service Provider or its Affiliates to the extent such Taxes accrue in such month and are attributable to the performance of the Services or receipt of the Charges, but shall in no case include (i) any Brazilian Indirect Taxes allocable to Noble under Article II of the Tax Sharing Agreement or (ii) any Brazilian Indirect Taxes that are Delayed Accrued Expenses.

ARTICLE IV

PAYMENT

Section 4.1 Payment Matters . The Monthly Charges shall be invoiced monthly, within fifteen (15) days after the end of the applicable month, in arrears in a single statement for each applicable Noble Rig and separate statements for any Non-Brazil Rig Personnel Charges (each a “ Monthly Statement ” and, collectively, the “ Monthly Statements ”) prepared by the Service Provider or an Affiliate and shall be in the form set forth in Exhibit D hereto. Service

8

Recipient (as specified in the applicable Monthly Statement) shall pay the amount set forth in the applicable Monthly Statement to a Paragon Group entity designated by the Paragon Group Service Coordinator in the applicable invoice (which shall initially be PONBV or Limitada, as applicable) no later than thirty (30) days after the Noble Group’s receipt of such Monthly Statement (each date of such payment, a “ Monthly Payment Date ”). Each Monthly Statement shall set forth in reasonable detail, for the calendar month covered by such Monthly Statement: (i) the applicable Rig Invoice for such calendar month, (ii) any applicable credit or debit for exchange rate differences in respect of the preceding Monthly Statement and (iii) any Advance Amounts received with respect to such calendar month (as defined below) that are to be credited against the Monthly Charges. In addition, a Monthly Statement shall be provided that includes an invoice for any applicable Non-Brazil Rig Personnel Charges for such calendar month. All amounts shown on the Monthly Statements will be denominated in Brazilian Reals and paid in either Brazilian Reals or US Dollars, at the Service Recipient’s option, by wire transfer of immediately available funds. If payment is made in US Dollars, the Service Provider shall, or shall cause, all amounts received in payment to be to be converted into Brazilian Reals within three (3) Business Days of receipt of the payment. To the extent that the Real to Dollar conversion rate on the date the Service Provider converts the applicable payment into Brazilian Reals differs from the conversion rate on the applicable Monthly Payment Date, the Service Provider shall reflect such difference as an additional charge (if the value of the Real against the Dollar rises) or credit (if the value of the Dollar against the Real rises), as the case may be, on the following month’s Monthly Statement; provided, however , that the Service Provider will not be entitled to add any additional charges (if applicable) in respect of any conversion rate differences on the following Monthly Statement if the Service Provider has not converted the applicable payment into Brazilian Reals within the time set forth herein and, in the event that such conversion would have resulted in a positive adjustment for the Noble Group, the Noble Group will be entitled to a credit or refund (as applicable) as if the Service Provider had converted the applicable payment within the allotted time.

The Service Provider will provide Noble Cayman with a funding request every two weeks on the applicable Monday (the “ Advance Requests ”) for reasonably projected cash needs for the Services to be provided in the following two weeks with respect to each Noble Rig (the “ Advance Amounts ”). All amounts shown on the Advance Requests will be denominated in Brazilian Reals and Noble Cayman shall cause such amounts to be paid in either Brazilian Reals or US Dollars, at Noble Cayman’s option, by wire transfer of immediately available funds within three (3) Business Days of receipt of such Advance Request (each date of such payment, an “ Advance Payment Date ”). If payment is made in US Dollars, the Service Provider shall, or shall cause, all amounts received in payment to be to be converted into Brazilian Reals within three (3) Business Days of receipt of the payment. To the extent that the Real to Dollar conversion rate on the date the Service Provider converts the applicable payment into Brazilian Reals differs from the conversion rate on the applicable Advance Payment Date, the Service Provider shall reflect such difference as an additional charge (if the value of the Real against the Dollar rises) or credit (if the value of the Dollar against the Real rises), as the case may be, on the subsequent Advance Request; provided, however , that the Service Provider will not be entitled to add any additional charges (if applicable) in respect of any conversion rate differences on the subsequent Advance Request if the Service Provider has not converted the applicable payment into Brazilian Reals within the time set forth herein and, in the event that such conversion would have resulted in a positive adjustment for the Noble Group, the Noble Group will be entitled to a

9

credit or refund (as applicable) as if the Service Provider had converted the applicable payment within the allotted time. In the event any Advance Amounts received by the Service Provider or any amounts collected under the Local Services Agreements that relate to periods prior to the Effective Date were in excess of the amounts needed by the Service Provider for such periods, Noble Cayman may, in its sole discretion, require the Service Provider to offset such amounts against the Charges to be paid hereunder in the next applicable Monthly Statement or promptly refund such amounts.

Each Rig Invoice shall reflect any Delayed Accrued Expenses with respect to the applicable Noble Rig, but such amounts shall only be payable by the Noble Group pursuant to Section 4.2.

Section 4.2 Delayed Accrued Expenses and Payable Accrued Expenses.

Upon payment of any Delayed Accrued Expenses by the Service Provider, the Service Provider shall invoice Noble Cayman providing reasonable evidence of the payment by the Service Provider of such Delayed Accrued Expenses. Noble Cayman, or its applicable Affiliate, shall pay the amount set forth in such invoice no later than thirty (30) days after Noble Cayman’s receipt of such invoice. Ninety (90) days following the exit of each Noble Rig from Brazilian waters and upon the termination of this Agreement, Paragon shall credit on the next following invoice for the other Noble Rigs still in Brazil (or refund, as applicable) the Noble Group for any Payable Accrued Expenses that any member of the Noble Group has paid to the Service Provider but that the Service Provider has not actually paid. Such credit or refund shall be without prejudice to the Service Provider’s right to indemnity with respect to any future payment of the liability associated therewith.

Section 4.3 Payment Procedures.

Any amount due from the Service Recipient under this Agreement that is not paid in full on or before the date such payment is due will incur a delayed payment charge on the unpaid amount from the original due date until the date paid at a per annum rate of interest equal to the Late Interest Rate.

In the event there is any dispute with respect to a Monthly Statement, the Service Recipient shall make the payment for all non-disputed amounts in accordance herewith. The Service Recipient will be entitled to withhold any disputed amounts without interest until such dispute is resolved and the Service Provider shall continue to provide the Services during the pendency of any dispute. When such dispute is resolved, the Service Provider will issue a credit/debit memo in accordance with the outcome of the dispute resolution.

Except as provided on Exhibit D , the Service Recipient shall be responsible for all transfer taxes, excises, fees or other charges (including any sales, use, goods and services, value added or similar taxes) imposed or assessed on the Service Recipient or its Affiliates on payments made pursuant to this Agreement. The Service Recipient shall be entitled to deduct and withhold taxes required by any Governmental Requirements to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Service Recipient shall (i) pay, in addition to the amount otherwise due to the Service Provider under this

10

Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Service Provider will equal the full amount the Service Provider would have received had no such deduction or withholding been required, (ii) pay such deducted and withheld amount to the proper Governmental Authority, and (iii) promptly provide to the Service Provider evidence of such payment to such Governmental Authority.

ARTICLE V

TERM, DISCONTINUATION OF SERVICES

Section 5.1 Term . The term of this Agreement shall commence on the Effective Date and shall continue in force until the last to occur of (i) the expiration of the term of the last of the Petrobras Local Services Agreements (without giving effect to any extensions of the term of such agreements following the date of this Agreement), (ii) the expiration of the term of the last of the Shell Local Services Agreements (without giving effect to any extensions of the term of such agreements following the date of this Agreement), (iii) the end of any period of time required to complete the export or transition to the next contract of any Noble Rig after the termination of the Petrobras Local Services Agreement or the Shell Local Services Agreement, as applicable (the “ Termination Date ”). The Noble Group may terminate any Services provided by Non-Brazilian Rig Personnel at any time upon thirty (30) days advance written notice to the Service Provider. Except as otherwise provided in a Schedule with respect to a specific Service, all Services shall terminate on the Termination Date. Subject to not providing Services past the Termination Date, the Parties agree that the Service Provider will provide applicable Services in respect of any Noble Rig for as long as such Noble Rig is under contract (or being exported or transitioned to the next contract, as the case may be) (such period, the “ Contracted Time Period ”), and shall discontinue providing applicable Services after the Contracted Time Period, without prior notice from, or any excess payment by, the Service Recipient. Notwithstanding the foregoing, the Service Recipient will also have the right to terminate all or any portion of the Services with respect to any Noble Rig prior to the end of the Contracted Time Period upon six (6) months advance notice to the Service Provider.

ARTICLE VI

COVENANTS

Section 6.1 Insurance . Each of the Parties will maintain insurance coverage customary for offshore drilling contractors in Brazil.

Section 6.2 Noble Employees . During the term of this Agreement, the Service Recipient will provide, or cause to be provided to the Service Provider (or otherwise provide in a manner consistent with past practice) expatriate employees of the Noble Group in order to fill certain positions on the Noble Rigs as set forth on Exhibit E (each, a “ Rig Position ”). During the term of the Agreement, the Service Recipient will be responsible for providing “backfill” replacements for each such Rig Position; provided, that, if the Service Recipient is unable to provide, or cause to be provided, any such replacement (as a result of visa issues or otherwise), the Service Provider will use its commercially reasonable efforts to provide such backfill replacement. During the term of the Agreement, the Noble Group will continue to pay all salary and benefits of each person in a Rig Position (including any such person provided by the Service Provider as a backfill replacement) and otherwise be responsible for such person’s conduct and performance.

11

Section 6.3 Engineering Services. During the term of this Agreement, the Service Recipient will provide, or cause an Affiliate to provide, engineering services in respect of the Noble Rigs in the same manner and to the same extent as such services were provided by a member of the Noble Group prior to the Effective Date. Such engineering services shall be provided without any charge to the Service Provider.

ARTICLE VII

DEFAULT

Section 7.1 Termination for Default . In the event of (i) a failure of a Service Recipient to pay for Services in accordance with the terms of this Agreement, or (ii) a failure of the Service Provider to perform, or cause to be performed, the Services in accordance with the terms of this Agreement, which failure described in this clause (ii) results or could reasonably be expected to result in a material adverse impact on the Services, then in the case of either clause (i) or clause (ii) the non-defaulting Party shall have the right, at its sole discretion, to terminate this Agreement if the defaulting Party has (A) failed to cure the default within forty five (45) days of receipt of the written notice of default or, (B) if such default is not reasonably susceptible to cure within a 45-day period, failed to take action within forty five (45) days of receipt of the written notice of default reasonably designed to cure such default as soon as is reasonably practicable. The Service Recipient’s right to terminate this Agreement pursuant to a failure described in clause (ii) above and the rights set forth in Section 8.4 shall constitute the Service Recipient’s sole and exclusive rights and remedies for a breach by the Service Provider hereunder (including any breach caused by an Affiliate of the Service Provider or any Permitted Subcontractor). Notwithstanding the foregoing, the Service Recipient shall have the right, at its sole discretion, to terminate this Agreement immediately upon notice to the Service Provider if the Service Recipient has a good faith reason to believe that the Service Provider has breached any of the provisions of Section 2.6.

Section 7.2 Termination for Bankruptcy . In the event that a Party shall (i) file a petition in bankruptcy, (ii) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) calendar days) related to its liquidation, insolvency or the appointment of a receiver, (iii) make an assignment on behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up or dissolution, then a Party from the other Group shall have the right to terminate this Agreement by providing written notice in accordance with Section 11.4.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Liabilities and Indemnities .

12

13

14

15

16

Section 8.2 Limitations on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THIS ARTICLE VIII. FOR PURPOSES OF THIS ARTICLE VIII, “CONSEQUENTIAL DAMAGES” MEANS ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES).

Section 8.3 Limited Recourse. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) NO AFFILIATE OF ANY PARTY WILL HAVE ANY LIABILITY OR RESPONSIBILITY FOR, RELATING TO OR IN CONNECTION WITH A PARTY’S FAILURE TO PERFORM ANY TERM, COVENANT, CONDITION OR

17

PROVISION OF THIS AGREEMENT AND (B) IN PURSUING ANY REMEDY FOR ANY PARTY’S BREACH OF ANY TERM, COVENANT, CONDITION OR PROVISION OF THIS AGREEMENT OR OF ANY DUTY OR STANDARD OF CONDUCT BASED ON NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR PERSONAL INJURY OR OTHER TORT OR VIOLATION OF APPLICABLE GOVERNMENTAL REQUIREMENTS, OR OTHERWISE, THE OTHER PARTY WILL NOT HAVE RECOURSE AGAINST ANY PERSON OTHER THAN THE DEFAULTING OR BREACHING PARTY ITSELF NOR AGAINST ANY ASSETS OTHER THAN THE ASSETS OF THE DEFAULTING OR BREACHING PARTY ITSELF.

Section 8.4 Limitation on Remedies . The Parties hereby acknowledge and agree that:

18

Section 8.5 Express Negligence. EXCEPT AS OTHERWISE EXPRESSED THEREIN, THE INDEMNITY, RELEASES AND LIMITATIONS ON DAMAGES, RECOURSE AND LIABILITIES IN THIS AGREEMENT (INCLUDING ARTICLES II AND VIII) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF, REGARDLESS OF CAUSE.

ARTICLE IX

CONFIDENTIALITY

Section 9.1 Confidentiality . The Parties each acknowledge and agree that the terms of the Master Separation Agreement shall apply to information, documents, plans and other data made available or disclosed by one Party to the other in connection with this Agreement, including any such information the Service Recipient may gain from access to the Service Provider Systems.

ARTICLE X

FORCE MAJEURE

Section 10.1 Effect and Definition . No failure or omission by either Party to perform or carry out its obligations in accordance with this Agreement (other than the obligation to make payment or submit currencies for exchange) shall give rise to any claim by the other Party or be deemed a breach of this Agreement if such failure or omission arises from a Force Majeure Event. “ Force Majeure Event ” shall mean any event or circumstance that is beyond the reasonable control of the Party affected thereby, including lightning, earthquakes, tornadoes, hurricanes, floods, wash outs, storms, fires, explosions, epidemics, acts of God, other natural disasters, acts of the public enemy, computer crimes, cyber terrorism, actions by any Governmental Authority or other governmental interference, insurrections, riots, civil disturbance, sabotage, terrorism, threats of sabotage or terrorism, vandalism, wars and war like actions (whether declared or undeclared and whether actual, pending or expected), confiscation, seizure, arrests or other restraints by a Governmental Authority, blockades, embargoes, boycotts, strikes, lockouts, labor unrest and other labor disputes, and any shortage of adequate power or transportation facilities.

19

Section 10.2 Notification Requirements . The Party claiming to be affected by a Force Majeure Event shall, as soon as reasonably practicable, notify the other Party of the beginning and end of any event claimed to be a Force Majeure Event and use commercially reasonable efforts to resume performance in accordance with this Agreement as soon as is reasonably practicable after the end of the Force Majeure Event.

Section 10.3 Cooperation . The Parties shall cooperate in reasonable respects with each other to find alternative means and methods for the provision of any suspended Service with respect to a Force Majeure Event.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Construction Rules .

Section 11.2 Entire Agreement . This Agreement, the Ancillary Agreements (other than the Master Separation Agreement, the Transition Services Agreement, the Employee Matters Agreement and the Tax Sharing Agreement) and the Schedules referenced or attached hereto and thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

20

Section 11.3 Governing Law .

Section 11.4 Notices . Unless expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered or (ii) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a party as it shall have specified by like notice.

Section 11.5 Counterparts . This Agreement, including the Schedules hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 11.6 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors. This Agreement may not be assigned by any Party, except that the Service Provider may assign any or all of its rights, interests and obligations hereunder to an Affiliate of the Service Provider, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein.

21

Section 11.7 No Third Party Beneficiaries . This Agreement is solely for the benefit of the Service Recipient, the Service Provider and any Affiliate of the Service Provider providing Services hereunder and is not intended to confer upon any other Person except such Persons any rights or remedies hereunder, and except for any Indemnified Party under Article VIII.

Section 11.8 Severability . If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 11.9 Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.10 Amendment . No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties.

Section 11.11 Authority . Each of the Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 11.12 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or the Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

22

Section 11.13 Construction . This Agreement shall be construed as if jointly drafted by the Service Provider and the Service Recipient and, except as set forth in this Section 11.13, no rule of construction or strict interpretation shall be applied against any Party.

Section 11.14 Relationship of Parties . The Service Recipient understands and agrees that the Service Provider’s relationship to the Service Recipient under this Agreement is strictly a contractual arrangement on the terms and conditions set forth in this Agreement, that no fiduciary, trust, partnership, joint venture, agency or advisory relationship exists between the Service Provider and the Service Recipient, that all Services are provided by the Service Provider as an independent contractor and that each of the Service Recipient hereby waives any and all rights that it may otherwise have under applicable Governmental Requirements to make any claims or take any action against the Service Provider or any of its Affiliates based on any theory of agency, fiduciary duty, relationship of trust or other special standard of care.

Section 11.15 Further Assurances . From time to time, each Party agrees to execute and deliver such additional documents, and will provide such additional information and assistance as either Party may reasonably require to carry out the terms of this Agreement.

Section 11.16 Survival . The Parties agree that Articles IV, VIII, IX, and XI and any limitations on liability or responsibility and any exculpatory, disclaimer, waiver or similar provisions will survive the termination of this Agreement and that any such termination shall not affect any obligation for the payment of Services rendered or any other amounts due to the Service Provider under this Agreement prior to termination.

[ Signature Page Follows ]

23

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