Case CSS Doc 1709 Filed 06/27/17 Page 1 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 1709 Filed 06/27/17 Page 1 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) Debtors. 1 : : (Jointly Administered) : SUMMARY FIRST FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS AUDITOR AND TAX ADVISOR FOR THE DEBTORS, FOR THE PERIOD FEBRUARY 6, 2017 THROUGH MAY 31, 2017 of Applicant: PricewaterhouseCoopers LLP ("PwC") 2 Authorized to Provide Professional Services For: Paragon Offshore plc ( Debtors ) Commencement : February 14, 2016 of Retention: April 26, 2017 nunc pro tunc to February 6, The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Paragon Offshore plc (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l. (5897); PGN Offshore Drilling (Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); Paragon Holding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.à r.l. (5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing (Switzerland) GmbH (0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd. (6103); Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited (0667); Paragon Holding NCS 2 S.à r.l. (5447); Paragon Leonard Jones LLC (8826); Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors mailing address is 3151 Briarpark Drive, Suite 700, Houston, Texas Capitalized terms not otherwise defined herein have the meanings given to them in the applicable Motion, Order or other filing (e.g. Application) defined.

2 Case CSS Doc 1709 Filed 06/27/17 Page 2 of 18 Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: Total Compensation and Expenses Requested for the Fee Period: February 6, 2017 through May 31, 2017 (the Fee Period ) $522, $0.00 $522, This is a: _X monthly interim final application. SUMMARY BY PROJECT Project Category and Billing Category Total Compensation Fixed Fee Services Independent Audit Services 2016 Consolidated Audit 3, $450, Subtotal - and Compensation - Fixed Fee Services 3, $450, Hourly Services Tax Advisory Services Transfer Pricing Services $60,28 Subtotal - and Compensation - Hourly Services $60,28 Case Administration Bankruptcy Requirements and Other Court Obligations Employment Applications and Other Court Filings $7, Monthly, Interim and Final Fee Applications $4, Subtotal - and Compensation - Case Administration $11, Total - and Compensation Sought for Reimbursement 3, $522,

3 Case CSS Doc 1709 Filed 06/27/17 Page 3 of 18 SUMMARY BY PROJECT AND PROFESSIONAL Total Project Category and Professional Rate Compensation Fixed Fee Services 2016 Consolidated Audit Brett M Parrish Partner Craig P Friou Partner Douglas C Cogan Partner Jeremy Webb Partner 2.50 Kasey Dunn Partner 4 Patrick J Berrigan Partner Srinivas N Akunuri Partner 3.00 Rajeeb Das Senior Managing Director Aaron T Pocklington Director James Tyler Buck Director Joe Neilson Director 5.00 Leslie Welsh Director Shawn Marie Magee Director Ying Zhang Director John Hillhouse Senior Manager 9.50 Ryan McKenny Senior Manager Jacob Prentiss Wilson Manager Kelly A Stolyar Manager Andrew Davis Senior Associate 22 Anna Breslin Hoover Senior Associate 5.50 Brant Fylling Senior Associate 5.50 Cecilia Guerra Senior Associate 2.50 James Kehoe Lassen Senior Associate Lurinda Claire Anderson Senior Associate 1 Manil Poudyal Senior Associate Muhammad Qasim Farooq Senior Associate 5 Rachel Elizabeth Deere Senior Associate Randy Eugene Smith Senior Associate Anirban Kar Associate 3.30 Biswajit Mondal Associate 5.40 Brandon Ali Tahamtan Associate Camila Mino Associate Caroline D Purcell Associate

4 Case CSS Doc 1709 Filed 06/27/17 Page 4 of 18 Total Project Category and Professional Rate Compensation 2016 Consolidated Audit (continued) Cristina I Godoy Associate 2 Erin Anne Murphy Associate Fernando Nicolás Manes Associate Giona Vodo Associate 9.00 Gregory Keith Jones Associate Janet Holland Associate Justin Daniel Campbell Associate Kacy Machann Associate 10 Kaixiang Fu Associate Koushik Karmakar Associate Manuel Andrew Munoz Associate Maria F Wodniak Associate 5.50 Marissa Ellsworth Associate Martin Bianchi Associate Meagan Glenneida Guajardo Associate 7.00 Melisa B Urbano Associate Pablo I Villegas Associate 9.00 Sydney Erin Clark Associate Zachary Sullivan Associate Subtotal - and Compensation Consolidated Audit 3, $450, Total - and Compensation - Fixed Fee Services 3, $450, Hourly Services Transfer Pricing Services Nicolas L Raby Partner $ $4, Gilles J de Vignemont Partner $893 $1, David M Ernick Partner $ $4, Jorge Gonzalez Gomez Director $640 3 $19, Chetan Patel Director $ $6, Siqi Wang Senior Associate $ $22, Leah Crowder Associate $ $12, PwC LLP Voluntary Fee Reduction $ ($12,376.50) Subtotal - and Compensation - Tax Advisory Services $60,28 Subtotal - and Compensation - Hourly Services $60,28 4

5 Case CSS Doc 1709 Filed 06/27/17 Page 5 of 18 Total Project Category and Professional Rate Compensation Case Administration Employment Applications and Other Court Filings Andrea Clark Smith Director $ $7, Subtotal Employment Applications and Other Court Filings $7, Monthly, Interim and Final Fee Applications Andrea Clark Smith Director $ $1, Chad William Brown Associate $225 1 $2, Subtotal Monthly, Interim and Final Fee Applications $4, Subtotal - and Compensation - Case Administration $11, Total - and Compensation Sought for Reimbursement 3, $522, SUMMARY OF EXPENSE BY TYPE PwC is not seeking reimbursement of any expenditures during the Fee Period. 5

6 Case CSS Doc 1709 Filed 06/27/17 Page 6 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE : In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) Debtors. 1 : : (Jointly Administered) : FIRST FEE APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS AUDITOR AND TAX ADVISOR FOR THE DEBTORS, FOR THE PERIOD FEBRUARY 6, 2017 THROUGH MAY 31, 2017 PricewaterhouseCoopers LLP ("PwC") 2 hereby submits this First Fee Application of PricewaterhouseCoopers LLP for Compensation for Services Rendered and Reimbursement of Expenses as Auditors and Tax Advisor for the Debtors for the Period February 6, 2017 through May 31, 2017 (the "Application") for allowance and payment of compensation for auditing and tax advising services performed and expenses incurred during the period February 6, 2017 through May 31, 2017 (the "Fee Period"). 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Paragon Offshore plc (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l. (5897); PGN Offshore Drilling (Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); Paragon Holding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.à r.l. (5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing (Switzerland) GmbH (0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd. (6103); Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited (0667); Paragon Holding NCS 2 S.à r.l. (5447); Paragon Leonard Jones LLC (8826); Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors mailing address is 3151 Briarpark Drive, Suite 700, Houston, Texas Capitalized terms not otherwise defined herein have the meanings given to them in the applicable Motion, Order or other filing (e.g. Application) defined.

7 Case CSS Doc 1709 Filed 06/27/17 Page 7 of 18 In support of this Application, PwC respectfully represents as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334(b) and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated as of February 29, This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2) and, pursuant to Local Rule (f), the Debtors consent to the entry of a final order by the Court in connection with this Application to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C and Background 2. PwC was originally authorized under the Order Pursuant to 11 U.S.C. 105(a), 327, 328, and 330 Authorizing Debtors to Employ Professionals Used in the Ordinary Course of Business (Docket No. 325) (the OCP Order ) to provide audit and tax services to the Debtors nunc pro tunc to the Petition. See also Notice of Addition of List of Ordinary Course Professionals (Docket No. 444). Under the OCP Order, monthly fees for ordinary course professionals are capped at $45,000 per month on average over any three-month period on a rolling basis (the Monthly Cap ), with any excess amounts requiring approval pursuant to the procedures set forth in the OCP Order The Debtors cases have remained in chapter 11 longer than contemplated at the outset of these cases. As a result, PwC s role and fees have increased since the Petition 3 PwC has submitted a separate fee submission for amounts in excess of the OCP monthly caps. 2

8 Case CSS Doc 1709 Filed 06/27/17 Page 8 of 18. The Debtors believe that retaining PwC nunc pro tunc to the Petition will provide all parties in interest with notice of the scope of the work that PwC has been providing to the Debtors and the fees and expenses that have been incurred and expected to be incurred by PwC since the Petition. 4. On March 8, 2017, the Debtors filed the Application of Debtors for Order Pursuant to 11 U.S.C Section 327(a) and 328(a) and Fed. R. Bankr. P. 2016(a) Authorizing Debtors to Employ and Retain PricewaterhouseCoopers LLP as Auditor and Tax Advisor Nun Pro Tunc to Petition (Docket No. 1221) (the Retention Application ). 5. On April 26, 2017, the Court entered the Order Pursuant to 11 U.S.C. Section 327(a) and 328(a) and Fed. R. Bankr. P. 2016(a) Authorizing Debtors to Employ PricewaterhouseCoopers LLP as Auditor and Tax Advisor Nunc Pro Tunc to February 6, (Docket No. 1415) (the Retention Order ). The Retention Order states, among other things, that the Debtors are authorized to employ and retain PwC as their auditors and tax advisors, effective as February 6, 2017, on the terms set forth in the Retention Application and in the Friou Declaration. Relief Requested 6. This Monthly Fee Application has been prepared in accordance with the Bankruptcy Code, the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals, dated January 17, 2017 [Docket No. 95] (the "Interim Compensation Order"), and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330, effective May 17, 1996 (the "UST Guidelines," collectively with the Local Rules and the Interim Compensation Order, the "Compensation Guidelines"). 3

9 Case CSS Doc 1709 Filed 06/27/17 Page 9 of The Interim Compensation Order establishes certain procedures that each Retained Professional seeking interim allowance of its fees and expenses may file an application, which will include the relevant time entry and description and expense details, with the Court for interim allowance of compensation for services rendered and reimbursement of expenses incurred during the preceding month (the Monthly Fee Application ). Each Retained professional shall serve a copy of such Monthly Fee Application on the Notice Parties. Each Notice Party will have until 4:00 p.m. (Prevailing Eastern Time) on the 20 th day following the date the Monthly Fee Application is served (the Objection Deadline ). Upon the expiration of the Objection Deadline, a Retained Professional may file a certification of no objection (a CNO ) with the Court with respect to any fees and expenses not subject to objection. After a Retained Professional files a CNO, the Debtors are authorized and directed to pay the Retained Professional 80% of the fees and 100% of the expenses requested in the applicable Monthly Fee Application that are not subject to an objection. 8. At three-month intervals or such other intervals convenient to the Court, Retained Professionals may file with the Court an application (an Interim Fee Application ) for interim approval and allowance of compensation and reimbursement of expenses sought by such Retained Professional in its Monthly Fee Applications, including any holdbacks, filed during the preceding interim period (the Interim Fee Period ). Retained Professionals will file their Interim Fee Applications on or before the 45 th day, or the next business day if such day is not a business day, following the end of each Interim Fee Period. 9. Other than as provided in Section 504(b) of the Bankruptcy Code, PwC has not shared, or agreed to share, any compensation received with respect to the Fee Period as a result of this case with any person, firm or entity. No agreement or understanding concerning 4

10 Case CSS Doc 1709 Filed 06/27/17 Page 10 of 18 compensation prohibited by 18 U.S.C. 155 has been made to PwC by any firm, person or entity. The sole and exclusive source of compensation shall be funds of the Debtors' estates. 10. Other than as provided in Section 504(b) of the Bankruptcy Code, PwC has not shared, or agreed to share, any compensation received with respect to the Fee Period as a result of this case with any person, firm or entity. No agreement or understanding concerning compensation prohibited by 18 U.S.C. 155 has been made to PwC by any firm, person or entity. The sole and exclusive source of compensation shall be funds of the Debtors' estates. 11. This is PwC's First Fee Application. PwC submits this Application for approval and allowance of interim compensation equal to eighty percent (80%) of the $522, for actual, reasonable and necessary professional services rendered, and reimbursement of one hundred percent (100%) of the $0.00 for actual, reasonable and necessary expenses incurred during the Fee Period 4 for a total request of $417, (the Total Compensation Amount ). 12. PwC is filing the attached Application for compensation for professional services rendered and reimbursement of expenses made in these chapter 11 cases during the Fee Period. The Application contains detailed time logs describing the actual and necessary services provided by PwC during the Fee Period, as well as other detailed information required to be included in fee applications. The Application is comprised of several exhibits which are attached hereto as follows: - Exhibit A, provides a summary of the hours and compensation by project; Estimated "Fixed Fee" Services - Exhibit B, provides the name and position of each professional, cumulative hours worked by each professional; 4 PwC reserves its right to seek at a later date compensation for services rendered and expenses incurred during the Fee Period that are not otherwise included in this Application, due to internal billing delays. 5

11 Case CSS Doc 1709 Filed 06/27/17 Page 11 of 18 -, provides the daily time for each of the professionals within each of the work types or subcategories (tracked in half-hour (0.5) increments); Hourly and Case Administration Services - Exhibit D, provides the summary of the hourly fees, including the name and position of each professional, cumulative hours worked by project, hourly billing rates for the hourly compensation, and the corresponding compensation requested; and - Exhibit E, provides the daily activity descriptions for the hourly compensation, including the activity description, time and billing rates associated with each activity. Summary of Professional Services Rendered 13. During the Fee Period, PwC provided auditing and tax advising services pursuant to the Engagement Letters. A summary of the hours and compensation sought by type of service is shown below: Total Type of Services Compensation Fixed Fee Services 3, $450, Hourly Services $60,28 Case Administration Services $11, Total - and Compensation Sought for Reimbursement 3, $522, Estimated Fixed Fee Services Audit Services - PwC professionals tracked their daily hours, annexed hereto as Exhibit B and. During the Fee Period, PwC professionals worked on the planning procedures, interim substantive and review procedures associated with the financial statement audit of the consolidated financial statements for the Debtors at December 31, 2016 and for the year then ending. Hourly Fee Services 15. During the Fee Period, PwC professionals provided additional accounting and tax advisory services to the Debtors in connection with analyses of the Debtors business and on-going operations. The hourly time records of PwC, annexed hereto as Exhibit D and Exhibit E, provide a summary and daily breakdown of the time spent by each PwC timekeeper for these 6

12 Case CSS Doc 1709 Filed 06/27/17 Page 12 of 18 hourly and case administration activities. 16. Transfer Pricing Services - PwC tax professionals rendered tax consulting services that included, but not limited to the following: (i) preparation of presentation and recommendations on the segregation of duties and functions among Paragon affiliates; (ii) assistance with the preparation of country-by-country report to satisfy regulatory requirements; (iii) identifying transfer pricing requirements under the Base Erosion and Profit Shifting Reports released by the Organization for Economic Cooperation and Development; (iv) assistance with the preparation of local country transfer pricing documentation reports to satisfy regulatory requirements; and (v) preparation of the Master File report to satisfy regulatory requirements. Case Administration 17. Employment Applications and Other Court Filings - PwC's bankruptcy retention and billing advisor undertook the tasks and analysis of preparing the Retention Application and associated Court filings to employ PwC by the Debtors. 18. Monthly, Interim and Final Fee Applications - These hours and corresponding fees represents the additional time incurred by PwC s bankruptcy retention and billing advisors to prepare the additional documentation needed for Court submission in accordance with the Compensation Guidelines. All of these services are incremental to the normal billing procedures performed by PwC for its non-bankruptcy audit clients. One step within this process is to review the submitted time and expense entries received from the clientservice professionals and provide feedback and guidance regarding revisions necessary to comply with the Compensation Guidelines prior to submission to the Notice Parties and the Court. The time incurred by the client-service professionals (original entries and revising entries) are not invoiced to the Debtors. During the Fee Period, PwC bankruptcy retention and billing 7

13 Case CSS Doc 1709 Filed 06/27/17 Page 13 of 18 advisors worked with the various management professionals on the PwC engagement teams to provide guidance and technical expertise associated with the compliance with the Compensation Guidelines. 19. The fees sought by this Application reflect an aggregate of 3, hours of professional time spent and recorded in performing services for the Debtors and their estates during the Fee Period at a blended average hourly rate of $ PwC is only seeking compensation for services rendered to the Debtors and their estates in connection with these chapter 11 cases. Reasonable and Necessary Services Rendered by PwC 20. This Application includes details of the services provided by PwC to the Debtors, including, in each instance, the identity of the professionals involved in the provision of such services, the dates of service, the time expended, and a brief description of the services sought. PwC charged and now requests those fees that are reasonable and necessary in order for PwC to perform its duties and obligations to the Debtors and customary in this marketplace for similar chapter 11 cases. The billing rates set forth in the various summaries of professionals and paraprofessionals rendering services during the Fee Period represent customary rates that are routinely billed to PwC's many clients for similar services. The compensation requested in this Application does not exceed the reasonable value of the services rendered. 21. Although every effort has been made to include all fees and expenses incurred in the Monthly Fee Statement, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused by our internal accounting and processing procedures. PwC reserves the right to make further application to this Bankruptcy Court for allowance of such fees and expenses not included herein. Subsequent Monthly Fee Statements 8

14 Case CSS Doc 1709 Filed 06/27/17 Page 14 of 18 will be filed in accordance with the Compensation Guidelines. Requested Compensation Should be Allowed 22. Section 331 of the Bankruptcy Code provides for interim compensation of professionals and incorporates the substantive standards of Section 330 of the Bankruptcy Code to govern the Court's award of such compensation. 11 U.S.C Section 330 provides that a Court may award a professional employed under Section 327 of the Bankruptcy Code "reasonable compensation for actual, necessary services rendered and reimbursement for actual, necessary expenses." 11 U.S.C. 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and reimbursement: In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including -- (a) (b) (c) (d) (e) (f) the time spent on such services; the rates charged for such services; whether the services were necessary to the administration of, or beneficial at the time which the service was rendered toward the completion of, a case under this title; whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and expertise in the bankruptcy field, and; whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C In accordance with the factors enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by PwC is fair and 9

15 Case CSS Doc 1709 Filed 06/27/17 Page 15 of 18 reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. 24. In rendering these services, PwC made every effort to maximize the benefit to the Debtors and to work with other professionals employed in the case to avoid duplication of effort. PwC believes that the level of services rendered to achieve the results obtained for the benefit of the Debtors estates was reasonable in light of the number and complexity of the issues involved in this case at the time the services were rendered. PwC judiciously allocated responsibilities to minimize possible duplication of effort. Certificate of Compliance and Waiver 25. To the best of its knowledge, PwC believes that this Application and the description of services set forth herein of work performed are in compliance with the requirements as outlined within the Compensation Guidelines, as well as its Retention Order which granted a waiver of the information requirements relating to compensation requests set forth in Local Bankruptcy Rule (d). To the extent that this Application does not comply in all respects with the requirements of the Compensation Guidelines, PwC believes that such deviations are not material and respectfully requests that such requirements be waived. Notice 26. Notice of this Application has been provided to the Debtors and the Notice Parties and PwC believes that no other or further notice need be provided. Conclusion 27. PwC respectfully submits that the Total Compensation Amount requested herein is reasonable compensation for the actual and necessary services rendered based upon the 10

16 Case CSS Doc 1709 Filed 06/27/17 Page 16 of 18 time, nature and value of such services. PwC further asserts that the costs of services rendered and expenses incurred are comparable to the cost of similar services and expenses in matters other than under the Bankruptcy Code and consistent with its Retention Application. 28. In summary, by this Application, PwC requests interim approval of compensation for fees and expenses in the total amount of $417,733.60, consisting of: (a) $417, which is 80% of the fees, $522, incurred on behalf of the Debtors for reasonable and necessary professional services rendered by PwC; and (b) $0.00 for actual and necessary costs and expenses. WHEREFORE, PwC requests that is be allowed reimbursement for its fees and expenses incurred during the Fee Period and that such fees and expenses be paid as administrative expenses of the Debtors' estates. d: June 27, 2017 Craig Friou, Partner PricewaterhouseCoopers LLP 1000 Louisiana St. St #5800 Houston, TX Auditors and Tax Advisors for Debtors 11

17 Case CSS Doc 1709 Filed 06/27/17 Page 17 of 18 CERTIFICATION STATE OF TEXAS ) ) ss: COUNTY OF HARRIS ) Craig Friou, hereby respectfully certifies and verifies as follows: 1. I am a Partner in the applicant firm, PricewaterhouseCoopers LLP ("PwC"). 2. I have personally supervised many of the auditing and tax advising services rendered by PwC to the Debtors and am familiar with all other work performed on behalf of the partners and professionals employed by PwC. 3. The facts set forth in the foregoing Application are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR , and submit that the Application substantially complies with such Rule and Order. Craig Friou, Partner PricewaterhouseCoopers LLP 1000 Louisiana St. St #5800 Houston, TX Auditors and Tax Advisors for Debtors 12

18 Case CSS Doc 1709 Filed 06/27/17 Page 18 of 18 PARAGON OFFSHORE PLC, et al., Case (CSS) PricewaterhouseCoopers LLP Auditors and Tax Advisors and Compensation Submission Enclosure: PricewaterhouseCoopers LLP invoice for professional fees rendered and expenses incurred Fees, $522, Expenses, $0.00 and Compensation: Summary by Project Category Estimated "Fixed Fee" Service Summary of by Project and Professional Professional Services by Project, Professional and Hourly and Case Administration Services Summary of and Fees by Project and Professional Professional Services by Project, Professional and Exhibits: A B C D E

19 Case CSS Doc Filed 06/27/17 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) : : Jointly Administered Debtors. 1 : : Obj. Deadline: July 17, 2017 at 4:00 p.m. (EDT) x NOTICE OF FEE APPLICATION PLEASE TAKE NOTICE that PricewaterhouseCoopers LLP (the Applicant ) has today filed the attached Summary First Fee Application of PricewaterhouseCoopers LLP for Compensation for Services Rendered and Reimbursement of Expenses as Auditor and Tax Advisor for the Debtors, for the Period February 6, 2017 through May 31, 2017 (the Application ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Paragon Offshore plc (in administration) (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l. (5897); PGN Offshore Drilling (Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); Paragon Holding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.à r.l. (5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing (Switzerland) GmbH (0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd. (6103); Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited (0667); Paragon Holding NCS 2 S.à r.l. (5447); Paragon Leonard Jones LLC (8826); Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors mailing address is 3151 Briarpark Drive, Suite 700, Houston, Texas Neville Barry Kahn and David Philip Soden, each of Deloitte LLP, are the joint administrators of Paragon Offshore plc (in administration) (the U.K. Administrators ). The affairs, business and property of Paragon Offshore plc (in administration) are managed by the U.K. Administrators. RLF v.1

20 Case CSS Doc Filed 06/27/17 Page 2 of 4 and Reimbursement of Expenses of Professionals [D.I. 230] (the Interim Compensation Order ) and must be filed with the Clerk of the Bankruptcy Court and be served upon (i) the above-captioned debtors (the Debtors ), Paragon Offshore plc (in administration), 3151 Briarpark Drive, Houston, Texas 77042, (Attn: Todd R. Strickler, Vice President, General Counsel and Corporate Secretary); (ii) counsel to the Debtors, Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York 10153, (Attn: Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq.); (iii) Delaware co-counsel to the Debtors, Richards, Layton & Finger, P.A., 920 North King Street, One Rodney Square, Wilmington, DE 19801, (Attn: Mark D. Collins, Esq. and Amanda R. Steele, Esq.); (iv) the Office of The United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: Benjamin Hackman, Esq.); (v) counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York (Attn: Sandeep Qusba, Esq. and Katherine McClendon, Esq.); (vi) counsel to Cortland Capital Market Services LLC, as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, Freshfields Bruckhaus Deringer, 601 Lexington Avenue, 31st Floor, New York, New York (Attn: Mark F. Liscio, Esq. and Scott D. Talmadge, Esq.); (vii) counsel to the trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York (Attn: James O. Moore, Esq., Glenn E. Siegel, Esq. and Joshua Dorchak, Esq.); (viii) counsel to the Official Committee of Unsecured Creditors, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York RLF v.1 2

21 Case CSS Doc Filed 06/27/17 Page 3 of 4 (Attn: Andrew N. Rosenberg, Esq.) and (ix) co-counsel to the Official Committee of Unsecured Creditors, Young Conaway Stargatt & Taylor LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware (Attn: Pauline K. Morgan) so as to be received by no later than July 17, 2017 at 4:00 p.m. (Eastern Daylight Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections to the Application are filed, served and received prior to the Objection Deadline, the Applicant may file a certification of no objection with the Bankruptcy Court, after which the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant an amount equal to 80% of the fees and 100% of the expenses requested in its Application without the need for further order of the Bankruptcy Court. RLF v.1 3

22 Case CSS Doc Filed 06/27/17 Page 4 of 4 PLEASE TAKE FURTHER NOTICE that if an objection to the Application is filed, served and received prior to the Objection Deadline, the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant 80% of the fees and 100% of the expenses requested in the Application not subject to such objection without the need for further order of the Bankruptcy Court. d: June 27, 2017 Wilmington, Delaware /s/ Joseph C. Barsalona II RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Paul N. Heath (No. 3704) Amanda R. Steele (No. 5530) Joseph C. Barsalona II (No. 6102) One Rodney Square 920 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) and- WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Attorneys for the Debtors and Debtors in Possession RLF v.1 4

23 Case CSS Doc Filed 06/27/17 Page 1 of 1 Summary by Project Category and Billing Category Project Category and Billing Category Exhibit A Total Compensation Fixed Fee Services Independent Audit Services 2016 Consolidated Audit 3, $450, Subtotal - and Compensation - Fixed Fee Services 3, $450, Hourly Services Tax Advisory Services Transfer Pricing Services $60,28 Subtotal - and Compensation - Hourly Services $60,28 Case Administration Bankruptcy Requirements and Other Court Obligations Employment Applications and Other Court Filings $7, Monthly, Interim and Final Fee Applications $4, Subtotal - and Compensation - Case Administration $11, Total - and Compensation Sought for Reimbursement 3, $522, Page 1 of 1

24 Case CSS Doc Filed 06/27/17 Page 1 of 2 Fixed Fee Services - Summary of and Fees by Project and Professional Project Category and Professional Exhibit B Total Compensation Fixed Fee Services 2016 Consolidated Audit and Payments Previously Requested and Payments Requested during this Fee Period 3, Remaining Payments Total - and Fixed Fee Payment for Services 2016 Consolidated Audit 3, , Brett M Parrish Partner Craig P Friou Partner Douglas C Cogan Partner Jeremy Webb Partner 2.50 Kasey Dunn Partner 4 Patrick J Berrigan Partner Srinivas N Akunuri Partner 3.00 Rajeeb Das Senior Managing Director Aaron T Pocklington Director James Tyler Buck Director Joe Neilson Director 5.00 Leslie Welsh Director Shawn Marie Magee Director Ying Zhang Director John Hillhouse Senior Manager 9.50 Ryan McKenny Senior Manager Jacob Prentiss Wilson Manager Kelly A Stolyar Manager Andrew Davis Senior Associate 22 Anna Breslin Hoover Senior Associate 5.50 Brant Fylling Senior Associate 5.50 Cecilia Guerra Senior Associate 2.50 James Kehoe Lassen Senior Associate Lurinda Claire Anderson Senior Associate 1 Manil Poudyal Senior Associate $1,825, $450, $0.00 $2,275, Page 1 of 2

25 Case CSS Doc Filed 06/27/17 Page 2 of 2 Fixed Fee Services - Summary of and Fees by Project and Professional Project Category and Professional Exhibit B Total Compensation Muhammad Qasim Farooq Senior Associate 5 Rachel Elizabeth Deere Senior Associate Randy Eugene Smith Senior Associate Anirban Kar Associate 3.30 Biswajit Mondal Associate 5.40 Brandon Ali Tahamtan Associate Camila Mino Associate Caroline D Purcell Associate Cristina I Godoy Associate 2 Erin Anne Murphy Associate Fernando Nicolás Manes Associate Giona Vodo Associate 9.00 Gregory Keith Jones Associate Janet Holland Associate Justin Daniel Campbell Associate Kacy Machann Associate 10 Kaixiang Fu Associate Koushik Karmakar Associate Manuel Andrew Munoz Associate Maria F Wodniak Associate 5.50 Marissa Ellsworth Associate Martin Bianchi Associate Meagan Glenneida Guajardo Associate 7.00 Melisa B Urbano Associate Pablo I Villegas Associate 9.00 Sydney Erin Clark Associate Zachary Sullivan Associate Subtotal - and Compensation Consolidated Audit 3, $450, Total - and Compensation - Fixed Fee Services 3, $450, Page 2 of 2

26 Case CSS Doc Filed 06/27/17 Page 1 of Consolidated Audit 2/6/2017 Andrew Davis Senior Associate 0417F001: Substantive Audit Procedures - Revenue. 2/6/2017 Andrew Davis Senior Associate 0417F002: Substantive Audit Procedures - Interest Expense. 2/6/2017 Andrew Davis Senior Associate 0417F003: Substantive Audit Procedures - Intercompany Accounts. 2/6/2017 Andrew Davis Senior Associate 0417F004: Substantive Audit Procedures - Other Non-Current Assets. 2/6/2017 Andrew Davis Senior Associate 0417F005: Substantive Audit Procedures - Other Non-Current Liabilities. 2/6/2017 Andrew Davis Senior Associate 0417F006: Substantive Audit Procedures - Capital & Equity. 2/6/2017 Andrew Davis Senior Associate 0417F007: Substantive Audit Procedures - Payroll Accrual / Expense. 2/6/2017 Anirban Kar Associate 0417F008: SDC - External Confirmations /6/2017 Anna Breslin Senior Associate 0417F009: Controls testing - Benefits. Hoover 2/6/2017 Caroline D Associate 0417F010: Substantive Audit Procedures - Other Purcell 2/6/2017 Cecilia Guerra Senior Associate 0417F011: SDC - Test of Details - Revenue. 2/6/2017 Cristina I Godoy Associate 0417F012: SDC - Test of Details - Revenue /6/2017 Erin Anne Associate 0417F013: Tax Review - Year End Procedures. Murphy 2/6/2017 Janet Holland Associate 0417F014: Controls testing - Revenue & Receivables /6/2017 Janet Holland Associate 0417F015: Controls testing - Period-end Financial Reporting. 2/6/2017 Janet Holland Associate 0417F016: Substantive Audit Procedures - Revenue. Page 1 of 51

27 Case CSS Doc Filed 06/27/17 Page 2 of 51 2/6/2017 Janet Holland Associate 0417F017: Substantive Audit Procedures - Other /6/2017 Janet Holland Associate 0417F018: Substantive Audit Procedures - Notes Payable & Long-term Debt. 2/6/2017 Justin Daniel Associate 0417F019: Tax Review - Year End Procedures. Campbell 2/6/2017 Kelly A Stolyar Manager 0417F020: Other Audit/Audit Related Activities /6/2017 Muhammad Senior Associate 0417F021: Assurance - Other Testing. 1 Qasim Farooq 2/6/2017 Patrick J Berrigan Partner 0417F022: International Tax - Review & Analysis /6/2017 Rachel Elizabeth Senior Associate 0417F023: Substantive Audit Procedures - Other Deere 2/6/2017 Randy Eugene Senior Associate 0417F024: Tax Review - Year End Procedures Smith 2/6/2017 Ryan McKenny Senior Manager 0417F025: Review and Supervision - Manager Only. 2/6/2017 Shawn Marie Director 0417F026: Engagement Management. Magee 2/6/2017 Sydney Erin Clark Associate 0417F027: Substantive Audit Procedures. 1 2/7/2017 Andrew Davis Senior Associate 0417F028: Client management - Client Meetings. 2/7/2017 Andrew Davis Senior Associate 0417F029: Other Audit/Audit Related Activities - Core assurance - Journal Entries. 2/7/2017 Andrew Davis Senior Associate 0417F030: Substantive Audit Procedures - Capital & Equity. Page 2 of 51

28 Case CSS Doc Filed 06/27/17 Page 3 of 51 2/7/2017 Caroline D Associate 0417F031: Substantive Audit Procedures - Other Purcell 2/7/2017 Craig P Friou Partner 0417F032: Client Management - Partner Review - Quarters. 2/7/2017 Cristina I Godoy Associate 0417F033: SDC - Test of Details - Revenue /7/2017 Erin Anne Associate 0417F034: Tax Review - Year End Procedures Murphy 2/7/2017 Erin Anne Associate 0417F035: Tax Review - Year End Procedures. Murphy 2/7/2017 Gregory Keith Associate 0417F036: Information Technology General Controls. Jones 2/7/2017 Jacob Prentiss Manager 0417F037: Review and Supervision - Manager Only. 1 Wilson 2/7/2017 James Kehoe Senior Associate 0417F038: Information Technology General Controls. Lassen 2/7/2017 Janet Holland Associate 0417F039: Controls testing - Revenue & Receivables. 2/7/2017 Janet Holland Associate 0417F040: Controls testing - Purchasing & Payables. 2/7/2017 Janet Holland Associate 0417F041: Controls testing - Other. 2/7/2017 Janet Holland Associate 0417F042: Substantive Audit Procedures - PP&E / Leases / Depreciation. 2/7/2017 Janet Holland Associate 0417F043: Substantive Audit Procedures - Revenue. 2/7/2017 Janet Holland Associate 0417F044: Substantive Audit Procedures - Other /7/2017 Janet Holland Associate 0417F045: Substantive Audit Procedures - Accounts Receivable. Page 3 of 51

29 Case CSS Doc Filed 06/27/17 Page 4 of 51 2/7/2017 Justin Daniel Associate 0417F046: Tax Review - Year End Procedures Campbell 2/7/2017 Justin Daniel Associate 0417F047: Tax Review - Year End Procedures. Campbell 2/7/2017 Justin Daniel Associate 0417F048: Tax Review - Year End Procedures Campbell 2/7/2017 Kasey Dunn Partner 0417F049: Tax Review - Year End Procedures. 2/7/2017 Kasey Dunn Partner 0417F050: Tax Review - Year End Procedures. 2/7/2017 Kelly A Stolyar Manager 0417F051: Other Audit/Audit Related Activities /7/2017 Koushik Associate 0417F052: SDC - External Confirmations. Karmakar 2/7/2017 Lurinda Claire Senior Associate 0417F053: Impairment Analysis - Specialists. Anderson 2/7/2017 Muhammad Senior Associate 0417F054: Assurance - Other Testing. 1 Qasim Farooq 2/7/2017 Fernando Nicolás Associate 0417F055: SDC - Test of Details - Revenue Manes 2/7/2017 Patrick J Berrigan Partner 0417F056: International Tax - Review & Analysis. 2/7/2017 Rachel Elizabeth Senior Associate 0417F057: Substantive Audit Procedures - Other Deere 2/7/2017 Randy Eugene Senior Associate 0417F058: Tax Review - Year End Procedures Smith Page 4 of 51

30 Case CSS Doc Filed 06/27/17 Page 5 of 51 2/7/2017 Ryan McKenny Senior Manager 0417F059: Review and Supervision - Manager Only. 2/7/2017 Sydney Erin Clark Associate 0417F060: Substantive Audit Procedures /7/2017 Zachary Sullivan Associate 0417F061: Other Audit/Audit Related Activities. 1 2/8/2017 Aaron T Director 0417F062: Review new court filings for accounting impact. Pocklington 2/8/2017 Andrew Davis Senior Associate 0417F063: Client management - Client Relationship and Insight. 2/8/2017 Andrew Davis Senior Associate 0417F064: Client management - Client Meetings. 2/8/2017 Andrew Davis Senior Associate 0417F065: Other Audit/Audit Related Activities - Core assurance Journal Entries. 2/8/2017 Andrew Davis Senior Associate 0417F066: Substantive Audit Procedures - Cash and Cash Equivalents /8/2017 Anirban Kar Associate 0417F067: SDC - External Confirmations /8/2017 Anna Breslin Senior Associate 0417F068: Controls testing - Benefits Hoover 2/8/2017 Biswajit Mondal Associate 0417F069: SDC - External Confirmations /8/2017 Caroline D Associate 0417F070: Substantive Audit Procedures - Other Purcell 2/8/2017 Craig P Friou Partner 0417F071: Client Management - Partner Review - Quarters. 2/8/2017 Erin Anne Associate 0417F072: Tax Review - Year End Procedures. Murphy 2/8/2017 Giona Vodo Associate 0417F073: Impairment Analysis - Prepare. Page 5 of 51

31 Case CSS Doc Filed 06/27/17 Page 6 of 51 2/8/2017 Gregory Keith Associate 0417F074: Information Technology General Controls. Jones 2/8/2017 James Kehoe Senior Associate 0417F075: Information Technology General Controls. Lassen 2/8/2017 James Tyler Buck Director 0417F076: Tax Review - Year End Procedures /8/2017 Janet Holland Associate 0417F077: Controls testing - Revenue & Receivables. 2/8/2017 Janet Holland Associate 0417F078: Substantive Audit Procedures - PP&E / Leases / Depreciation /8/2017 Janet Holland Associate 0417F079: Substantive Audit Procedures - Notes Payable & Long-term 3.00 Debt. 2/8/2017 Janet Holland Associate 0417F080: Substantive Audit Procedures - Accounts Receivable. 2/8/2017 Justin Daniel Associate 0417F081: Tax Review - Year End Procedures Campbell 2/8/2017 Kelly A Stolyar Manager 0417F082: Other Audit/Audit Related Activities /8/2017 Kelly A Stolyar Manager 0417F083: Other Audit/Audit Related Activities /8/2017 Koushik Associate 0417F084: SDC - External Confirmations Karmakar 2/8/2017 Leslie Welsh Director 0417F085: Tax Review - Year End Procedures. 2/8/2017 Lurinda Claire Senior Associate 0417F086: Impairment Analysis - Specialists. Anderson 2/8/2017 Muhammad Senior Associate 0417F087: Assurance - Other Testing. 1 Qasim Farooq Page 6 of 51

32 Case CSS Doc Filed 06/27/17 Page 7 of 51 2/8/2017 Patrick J Berrigan Partner 0417F088: International Tax - Review & Analysis. 2/8/2017 Rachel Elizabeth Senior Associate 0417F089: Substantive Audit Procedures - Other Deere 2/8/2017 Rajeeb Das Senior Managing 0417F090: Review reconciliation of impairments. Director 2/8/2017 Rajeeb Das Senior Managing 0417F091: Review updated values understand what the enterprise value 1.50 Director consists of. 2/8/2017 Randy Eugene Senior Associate 0417F092: Tax Review - Year End Procedures Smith 2/8/2017 Ryan McKenny Senior Manager 0417F093: Review and Supervision - Manager Only. 2/8/2017 Shawn Marie Director 0417F094: Engagement Management. Magee 2/8/2017 Shawn Marie Director 0417F095: Controls testing. Magee 2/8/2017 Sydney Erin Clark Associate 0417F096: Substantive Audit Procedures /8/2017 Zachary Sullivan Associate 0417F097: Other Audit/Audit Related Activities /9/2017 Andrew Davis Senior Associate 0417F098: Substantive Audit Procedures - Cash and Cash Equivalents. 1 2/9/2017 Brant Fylling Senior Associate 0417F099: Prepare enterprise value reconciliation. 2/9/2017 Camila Mino Associate 0417F100: SDC - Financial Statements. 2/9/2017 Caroline D Associate 0417F101: Substantive Audit Procedures - Other Purcell Page 7 of 51

33 Case CSS Doc Filed 06/27/17 Page 8 of 51 2/9/2017 Cecilia Guerra Senior Associate 0417F102: SDC - Financial Statements. 2/9/2017 Craig P Friou Partner 0417F103: Client Management - Partner Review - Quarters. 2/9/2017 Cristina I Godoy Associate 0417F104: SDC - Financial Statements /9/2017 Erin Anne Associate 0417F105: Tax Review - Year End Procedures Murphy 2/9/2017 Giona Vodo Associate 0417F106: Impairment Analysis - Prepare. 2/9/2017 Jacob Prentiss Manager 0417F107: Review and Supervision - Manager Only. 1 Wilson 2/9/2017 Janet Holland Associate 0417F108: Controls testing - Revenue & Receivables. 2/9/2017 Janet Holland Associate 0417F109: Substantive Audit Procedures - PP&E / Leases / Depreciation /9/2017 Janet Holland Associate 0417F110: Substantive Audit Procedures - Notes Payable & Long-term Debt. 2/9/2017 Janet Holland Associate 0417F111: Substantive Audit Procedures - Accounts Receivable. 2/9/2017 Justin Daniel Associate 0417F112: Tax Review - Year End Procedures Campbell 2/9/2017 Kelly A Stolyar Manager 0417F113: Other Audit/Audit Related Activities. 2/9/2017 Muhammad Senior Associate 0417F114: Assurance - Other Testing Qasim Farooq 2/9/2017 Patrick J Berrigan Partner 0417F115: International Tax - Review & Analysis /9/2017 Rachel Elizabeth Senior Associate 0417F116: Substantive Audit Procedures - Other Deere Page 8 of 51

34 Case CSS Doc Filed 06/27/17 Page 9 of 51 2/9/2017 Rajeeb Das Senior Managing 0417F117: Review Enterprise value reconciliation retesting. Director 2/9/2017 Randy Eugene Senior Associate 0417F118: Tax Review - Year End Procedures Smith 2/9/2017 Ryan McKenny Senior Manager 0417F119: Review and Supervision - Manager Only. 2/9/2017 Shawn Marie Director 0417F120: Controls testing. Magee 2/9/2017 Sydney Erin Clark Associate 0417F121: Substantive Audit Procedures. 1 2/9/2017 Zachary Sullivan Associate 0417F122: Other Audit/Audit Related Activities /10/2017 Aaron T Director 0417F123: Review new plan of reorganization and disclosure statement Pocklington filed with courts. 2/10/2017 Andrew Davis Senior Associate 0417F124: Client management - Client Meetings. 2/10/2017 Andrew Davis Senior Associate 0417F125: Substantive Audit Procedures - Cash and Cash Equivalents /10/2017 Biswajit Mondal Associate 0417F126: SDC - External Confirmations /10/2017 Brant Fylling Senior Associate 0417F127: Prepare enterprise value reconciliation /10/2017 Camila Mino Associate 0417F128: SDC - Financial Statements /10/2017 Caroline D Associate 0417F129: Substantive Audit Procedures - Other Purcell 2/10/2017 Cecilia Guerra Senior Associate 0417F130: SDC - Financial Statements. 2/10/2017 Cristina I Godoy Associate 0417F131: SDC - Financial Statements Page 9 of 51