Case CSS Doc 1593 Filed 06/05/17 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case CSS Doc 1593 Filed 06/05/17 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) : : Jointly Administered Debtors. 1 : x NOTICE OF FILING OF AMENDED SUPPLEMENT TO FIFTH JOINT CHAPTER 11 PLAN OF PARAGON OFFSHORE PLC AND ITS AFFILIATED DEBTORS PLEASE TAKE NOTICE that Paragon Offshore plc (in administration) and its affiliated debtors in the above-captioned chapter 11 cases (collectively, the Debtors ) filed the plan supplement (the Original Plan Supplement ) (Docket No. 1516), in support of the Fifth Joint Chapter 11 Plan of Paragon Offshore Plc and Its Affiliated Debtors, filed on May 2, 2017 (Docket No. 1459) (as may be further amended, supplemented, or modified, the Proposed Plan ). 2 PLEASE TAKE FURTHER NOTICE that the Debtors hereby file this Amendment to the Original Plan Supplement in further support of the Proposed Plan (this amendment, together with the Original Plan Supplement, the Plan Supplement ). PLEASE TAKE FURTHER NOTICE that a hearing to consider confirmation of the Proposed Plan is scheduled for June 7, 2017, at 10:00 a.m. (prevailing Eastern Time), before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, in the United States 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 Joint Administrators ). The affairs, business and property of Paragon Offshore plc (in administration) are managed by the Joint Administrators. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Proposed Plan. RLF V.1

2 Case CSS Doc 1593 Filed 06/05/17 Page 2 of 3 Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Wilmington, Delaware (the Confirmation Hearing ). PLEASE TAKE FURTHER NOTICE that, unless otherwise noted, attached hereto as Exhibit A through Exhibit E are substantially final forms of the following documents: 3 Exhibit A: Form of Articles of Association of Reorganized Paragon Exhibit B-1: Amended List of Directors and Officers of Reorganized Debtors Exhibit B-2: Directors and Officers of Reorganized Debtors Redline Exhibit C-1: Amended Form of U.K. Implementation Agreement Exhibit C-2: Form of U.K. Implementation Agreement Redline Exhibit D: Form of Shareholders Agreement Exhibit E-1: Form of Litigation Trust Agreement Exhibit E-2: Form of Litigation Trust Agreement Redline PLEASE TAKE FURTHER NOTICE that certain documents, or portions thereof, contained in the Plan Supplement remain subject to continuing negotiations among the Debtors and interested parties with respect thereto. The Debtors reserve all rights to amend, modify, or supplement the Plan Supplement and any of the documents contained therein, in accordance with the terms of the Proposed Plan. To the extent material amendments or modifications are made to any of the documents contained in the Plan Supplement, the Debtors will file a blackline of such document with the Bankruptcy Court. PLEASE TAKE FURTHER NOTICE that the documents contained in the Plan Supplement are integral to, and are considered part of, the Proposed Plan. If the Proposed Plan is approved, the documents contained in the Plan Supplement will be approved by the Bankruptcy Court pursuant to the order confirming the Proposed Plan. PLEASE TAKE FURTHER NOTICE that copies of the exhibits contained in this Plan Supplement may be obtained (i) for a fee through the website of the United States Bankruptcy Court for the District of Delaware, or (ii) free of charge through the website of the Debtors notice, claims, and solicitation agent at 3 The Debtors expressly reserve the right, at any time prior to the Effective Date, to supplement, modify or amend this Plan Supplement. 2 RLF V.1

3 Case CSS Doc 1593 Filed 06/05/17 Page 3 of 3 Dated: June 5, 2017 Wilmington, Delaware /s/ Joseph C. Barsalona II RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) 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 3 RLF V.1

4 Case CSS Doc Filed 06/05/17 Page 1 of 37 Exhibit A Articles of Association of Reorganized Paragon The following is the Form of Articles of Association of Reorganized Paragon. Where not already prohibited by applicable law or by their existing organizational documents, the Debtors are amending the organizational documents of each Debtor to include a provision conforming to the requirements of section 1123(a)(6) of the Bankruptcy Code. RLF V.1

5 Case CSS Doc Filed 06/05/17 Page 2 of 37 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION 1 OF PARAGON OFFSHORE LIMITED 1 Note to Draft: Certain provisions contained herein are bracketed and footnoted as specific open points depending on the outcome of discussions relating to the Shareholders Agreement. Depending on the outcome of those discussions, modifications to the Articles of Association of the Company may be required.

6 Case CSS Doc Filed 06/05/17 Page 3 of 37 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PARAGON OFFSHORE LIMITED 1 The name of the Company is Paragon Offshore Limited. 2 The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide. 3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands. 4 The liability of each Member is limited to the amount unpaid on such Member's shares. 5 The share capital of the Company is [ ] divided into [ ] shares of a par value of [ ] each. 6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. 7 Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

7 Case CSS Doc Filed 06/05/17 Page 4 of 37 WE, the subscriber to this Memorandum of Association, wish to form a company pursuant to this Memorandum of Association, and we agree to take the number of shares shown opposite our name. Dated this [ ] day of [ ] Signature and Address of Subscriber Number of Shares Taken Maples Corporate Services Limited of PO Box 309, Ugland House Grand Cayman KY Cayman Islands One acting by: [ ] [ ] Witness to the above signature 2

8 Case CSS Doc Filed 06/05/17 Page 5 of 37 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF PARAGON OFFSHORE LIMITED 1 Interpretation 1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith: "Affiliate" "Articles" "Auditor" "Business Combination" means with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person; and the term Affiliated shall have a correlative meaning. For purposes of this definition, control, when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms controlling and controlled shall have correlative meanings. For the purposes of the Articles, no Member shall solely by reason of the Articles be deemed to be an Affiliate of any other Member or of the Company or any of its Subsidiaries. means these articles of association of the Company. means the person for the time being performing the duties of auditor of the Company (if any). means: (a) any merger or consolidation (or similar transaction) of the Company or any of its Subsidiaries with (1) the Interested Shareholder or a Related Person thereof or (2) with any other Person if the merger or consolidation (or similar transaction) is caused by the Interested Shareholder or its Related Persons and as a result of

9 Case CSS Doc Filed 06/05/17 Page 6 of 37 such merger or consolidation Article 49 hereof would not be not applicable to the surviving entity; (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or series of related transactions, to the Interested Shareholder or a Related Person thereof (except proportionately with the other Members) of assets of the Company or any of its Subsidiaries having an aggregate market value equal to 10% or more of the Company s assets or of the Company s then outstanding share capital; (c) any transaction which results in the issuance or transfer by the Company or any of its Subsidiaries of any Securities or Debt Securities to the Interested Shareholder or a Related Person, except (1) pursuant to the exercise, exchange or conversion of Securities exercisable for, exchangeable for or convertible into Securities of the Company or any of its Subsidiaries which Securities were outstanding prior to the time that the Interested Shareholder became such, (2) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Securities or Debt Securities which Securities or Debt Securities, as applicable, are distributed, pro rata to all Members or (3) pursuant to an exchange offer by the Company to purchase Shares on the same terms to all Members; provided, however, that in no case under items (2) and (3) shall there be an increase in the Interested Shareholder s or its Related Persons proportionate share of the share capital of the Company or any of its Subsidiaries; (d) any transaction which, directly or indirectly, results in an increase of the Interested Shareholder s or a Related Person thereof s proportionate beneficial share of the share capital of the Company or any of its Subsidiaries, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any Securities not caused, directly or indirectly, by the Interested Shareholder or a Related Person thereof; or (e) any receipt by the Interested Shareholder or a Related Person thereof of any loans, advances, guarantees, pledges or other financial benefits, directly or indirectly 2

10 Case CSS Doc Filed 06/05/17 Page 7 of 37 (except proportionately as a Member) by or through the Company or any of its Subsidiaries. Business Day "Cause" "Chapter 11 Plan" "Company" "Debt Securities" means a day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required to close. means, with respect to the termination of a Director by the Company or any of its Affiliates, such Director s (i) gross negligence (as such term is understood under the laws of the State of Delaware) or willful misconduct, or willful failure to attempt in good faith to substantially perform his duties (other than due to physical or mental illness or incapacity), (ii) conviction of, or plea of guilty or nolo contendere to, or confession to, (x) a misdemeanor involving moral turpitude or (y) a felony (or the equivalent of a misdemeanor involving moral turpitude or felony in a jurisdiction other than the United States), (iii) knowingly willful material violation of the Company s or its applicable Affiliates written policies that the Company determines is materially detrimental to the best interests of the Company or its Affiliates, (iv) fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company or its Affiliates, (v) use of alcohol or drugs that materially interferes with the performance of his or her duties, or (vi) willful or reckless misconduct in respect of his or her obligations to the Company or its Affiliates or other acts of misconduct by the Director occurring during the course of his employment, that in either case results in or could reasonably be expected to result in material damage to the property, business or reputation of the Company or its Affiliates. means the fifth joint chapter 11 plan of reorganization of Paragon Offshore plc (in administration) and its affiliated debtors. means the above named company. means securities for indebtedness of the Company or its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments and any other securities directly or indirectly exercisable for, convertible into or providing the economic benefit of such bonds, debentures, notes or other similar instruments. 3

11 Case CSS Doc Filed 06/05/17 Page 8 of 37 "Directors" "Dividend" "Electronic Record" means the directors for the time being of the Company. means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. has the same meaning as in the Electronic Transactions Law. "Electronic Law" Transactions means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. "Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision or other nongovernmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction. "Indemnified Person" has the meaning given in article "Interested Shareholder" "Member" "Memorandum" "Ordinary Resolution" "Person" means any Member who, together with its Related Persons, beneficially owns, in the aggregate, 15% or more of the issued and outstanding Shares. has the same meaning as in the Statute. means the memorandum of association of the Company. means a resolution passed by a simple majority of votes of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority, regard shall be had to the number of votes to which each Member is entitled by the Articles. means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity. "Proposed Meeting Date" has the meaning given in article "Register of Members" means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. 4

12 Case CSS Doc Filed 06/05/17 Page 9 of 37 "Registered Office" "Related Persons" "Seal" "Securities" Security Interest "Share" ["Shareholders Agreement" "Special Resolution" "Statute" "Subscriber" "Subsidiary" means the registered office for the time being of the Company. means, with respect to any Person, (a) such Person s Affiliates and (b) (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting shares; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) if such Person is an individual, any relative or spouse of such Person, or any first degree family member of such Person. means the common seal of the Company and includes every duplicate seal. means Shares, any other equity securities of the Company and any shares or other securities directly or indirectly exercisable for, convertible into or providing the economic benefit of such equity securities. means any mortgage, charge, pledge, lien, encumbrance or other third party right or interest (whether legal or equitable) of whatsoever nature granted by a Member over its Shares in writing by the Member or on behalf of the Member. means a share in the Company and includes a fraction of a share in the Company. means the shareholders agreement entered into as of [ ], 2017 by and among the Company and the holders of Shares named therein, as amended from time to time.] has the same meaning as in the Statute, and includes a unanimous written resolution. means the Companies Law (2016 Revision) of the Cayman Islands. means the subscriber to the Memorandum. means with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers 5

13 Case CSS Doc Filed 06/05/17 Page 10 of 37 are owned, directly or indirectly, by the first Person. "Treasury Share" means a Share held in the name of the Company as a treasury share in accordance with the Statute. 1.2 In the Articles: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) words importing the singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender; words importing persons include corporations as well as any other legal or natural person; "written" and "in writing" include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record; "shall" shall be construed as imperative and "may" shall be construed as permissive; references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced; any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; the term "and/or" is used herein to mean both "and" as well as "or." The use of "and/or" in certain contexts in no respects qualifies or modifies the use of the terms "and" or "or" in others. The term "or" shall not be interpreted to be exclusive and the term "and" shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires); headings are inserted for reference only and shall be ignored in construing the Articles; any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Law; sections 8 and 19(3) of the Electronic Transactions Law shall not apply; the term "clear days" in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and 6

14 Case CSS Doc Filed 06/05/17 Page 11 of 37 (n) the term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share. 2 Commencement of Business 2.1 The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit. 2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration. 3 Issue of Shares 3.1 Subject to the provisions of [the Shareholders Agreement and, if any, in] the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights; provided, that the Directors shall not allot or issue any Securities that do not carry a right to vote at general meetings of the Members. Notwithstanding the foregoing, the Subscriber shall have the power to: (a) (b) (c) issue one Share to itself; transfer that Share by an instrument of transfer to any person; and update the Register of Members in respect of the issue and transfer of that Share. 3.2 The Company shall not issue Shares to bearer. 4 Register of Members 4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. 4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time. 7

15 Case CSS Doc Filed 06/05/17 Page 12 of 37 5 Closing Register of Members or Fixing Record Date 5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting. 5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose. 5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof. 6 Certificates for Shares 6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. [Subject to the Shareholders Agreement,] Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorized by the Directors. The Directors may authorize certificates to be issued with the authorized signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles. No new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. 6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. 6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. 8

16 Case CSS Doc Filed 06/05/17 Page 13 of 37 7 Transfer of Shares 7.1 [Subject to the Shareholders Agreement,] Shares are transferable and the Directors have no discretion to decline to register any transfer of Shares. 7.2 The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members. 8 Redemption, Repurchase and Surrender of Shares 8.1 Subject to the provisions of the Statute, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the Shares. 8.2 Subject to the provisions of the Statute, the Articles [and the Shareholders Agreement,] the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may agree with the relevant Member. 8.3 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital. 8.4 The Directors may accept the surrender for no consideration of any fully paid Share. 9 Treasury Shares 9.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. 9.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). 10 Variation of Rights of Shares 10.1 If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have an adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation 9

17 Case CSS Doc Filed 06/05/17 Page 14 of 37 may not have an adverse effect, to obtain the applicable consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. 11 Commission on Sale of Shares The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful. 12 Non Recognition of Trusts The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder. 13 Lien on Shares 13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share. Notwithstanding the preceding sentences, the Company shall at no time have any liens or charges of any nature whatsoever on any Shares which are subject to a Security Interest The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not 10

18 Case CSS Doc Filed 06/05/17 Page 15 of 37 paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold To give effect to any such sale the Directors may authorize any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under the Articles The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. 14 Call on Shares 14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid. 11

19 Case CSS Doc Filed 06/05/17 Page 16 of The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable For the avoidance of doubt, Shares issued pursuant to the Chapter 11 Plan will be and have been issued as fully paid for in all respects. 15 Forfeiture of Shares 15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorize some person to execute an instrument of transfer of the Share in favor of that person A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 12

20 Case CSS Doc Filed 06/05/17 Page 17 of The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified. 16 Transmission of Shares 16.1 If a Member dies the survivor or survivors (where he was a joint holder) or his legal personal representatives (where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution, as the case may be A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. 17 Amendments of Memorandum and Articles of Association and Alteration of Capital 17.1 The Company may by Ordinary Resolution: (a) increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; 13

21 Case CSS Doc Filed 06/05/17 Page 18 of 37 (b) (c) (d) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital Subject to the provisions of the Statute and the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may not other than by Special Resolution: (a) (b) (c) (d) change its name; alter or add to the Articles; alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and reduce its share capital or any capital redemption reserve fund. 18 Offices and Places of Business Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine. 19 General Meetings 19.1 All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings shall be held at such place, if any, either within or without the Cayman Islands, as shall be determined from time to time by the Directors and stated in the notice of meeting The Company shall in each year hold an annual general meeting of Members for the election of Directors and for the transaction of such other business as may properly come before the meeting. Such annual general meeting shall be held in [month] of each year or at such other time and place as may be determined by the Directors, and shall specify the meeting as such in the notices calling it. 14

22 Case CSS Doc Filed 06/05/17 Page 19 of In addition to the annual general meeting, the Directors may call extraordinary general meetings, and they shall, upon the written request of Members holding 25% or more of the Shares which as at that date carry the right to vote at general meetings of the Company, promptly convene an extraordinary general meeting of the Company. Such written request must state the objects of the meeting and must be signed (in one or more counterparts) by the requesting Members and deposited at the Registered Office. If the Directors do not within 21 days from the date of the written request duly proceed to convene an extraordinary general meeting to be held within a further 21 days (the Proposed Meeting Date ), the requesting Members, or any of them representing more than one half of the total Shares held by all of them, may themselves convene an extraordinary general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of such Proposed Meeting Date. An extraordinary general meeting so convened by requesting Members shall be convened in the same manner as nearly as possible as that in which extraordinary general meetings are to be convened by Directors. 20 Notice of General Meetings 20.1 At least 10 clear days notice (but not more than 60 clear days notice) shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting, the matters that are intended to be presented and, in the case of annual general meetings, the name of any nominee who the Directors intend to present for election, and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company; provided, that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (a) (b) in the case of an annual general meeting, by all of the Members (or their proxies) entitled to attend and vote thereat; and in the case of an extraordinary general meeting, by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, together holding not less than ninety five per cent. in par value of the Shares giving that right The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting. 21 Proceedings at General Meetings 21.1 No business shall be transacted at any general meeting unless a quorum is present. Members representing at least a majority of the outstanding Shares which carry the right to vote at general meetings shall constitute a quorum, except where the matters to be voted on at the general meeting require a vote in favor by Members representing a greater percentage of the outstanding Shares which carry a right to vote at general meetings, in which case Members representing such 15

23 Case CSS Doc Filed 06/05/17 Page 20 of 37 greater percentage of the issued and outstanding Shares which carry a right to vote at general meetings shall constitute a quorum A person may participate at a general meeting by means of video conference, teleconference or other similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute such person s presence in person at the general meeting A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorized representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the request of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall constitute a quorum The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting Any resolution put to the vote of the meeting shall be decided on a poll In the case of an equality of votes, the chairman shall not be entitled to a second or casting vote. 16

24 Case CSS Doc Filed 06/05/17 Page 21 of Votes of Members 22.1 Subject to any rights or restrictions attached to any Shares, every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorized representative or by proxy, shall have one vote for every Share of which he is the holder In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorized representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy No person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive Votes may be cast either personally or by proxy (or in the case of a corporation or other nonnatural person by its duly authorized representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed. 23 Proxies 23.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation or other 17

25 Case CSS Doc Filed 06/05/17 Page 22 of 37 non-natural person, under the hand of its duly authorized representative. A proxy need not be a Member The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the person named in the instrument proposes to vote The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. 24 Corporate Members Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. 25 Shares that May Not be Voted Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time. 18

26 Case CSS Doc Filed 06/05/17 Page 23 of Directors 26.1 There shall be a board of Directors consisting of seven Directors, including at all times the then serving Chief Executive Officer of the Company. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the Subscriber, [and shall be the individuals named in Section 2.01(a) of the Shareholders Agreement.] 26.2 At the annual general meeting of the Company to be held in 2019, all incumbent Directors shall be removed from their positions as Directors and new Directors shall be elected for a term of office to expire at the next annual general meeting of the Company. At each subsequent annual general meeting of the Company, Directors shall be elected for a term of office to expire at the next annual general meeting of the Company. Directors shall be elected by Ordinary Resolution Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term or until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director. 27 Powers of Directors 27.1 Subject to the provisions of [the Shareholders Agreement,] the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors The Directors shall have the power to present in the name of the Company a winding up petition, or to commence any liquidation, bankruptcy or any other insolvency proceeding in the name of the Company, without the sanction of a resolution passed at a general meeting of the Company. This shall include, but is not limited to, the appointment of a liquidator, provisional liquidator, restructuring officer, administrator or receiver or any analogous person All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 19

27 Case CSS Doc Filed 06/05/17 Page 24 of The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 28 Appointment and Removal of Directors 28.1 The Directors of the Company shall be appointed in accordance with the provisions of Article 26 and Article The Directors of the Company shall be removed by the Members by Ordinary Resolution subject to Article 29(d) The Directors may appoint any person to be a Director to fill a vacancy; provided, that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29 Vacation of Office of Director The office of a Director shall be vacated if: (a) (b) (c) (d) the Director gives notice in writing to the Company that he resigns the office of Director; the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; the Director is found to be or becomes of unsound mind; or the Members determine, by Ordinary Resolution, that he should be removed as a Director; provided, that [the Directors named in Section 2.01(a) of the Shareholders Agreement may only be removed for Cause; provided, further, that] the Chief Executive Officer shall be removed as a Director at the time he ceases to be Chief Executive Officer for any reason. 30 Proceedings of Directors 30.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be at least a majority of the Directors. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum and there shall be no double counting (i.e., a Director cannot count towards the quorum and/or vote but also have his alternate Director count towards such quorum and/or vote). If a quorum is not achieved at any duly called meeting of the Directors, such meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to the Directors. 20

28 Case CSS Doc Filed 06/05/17 Page 25 of Subject to the provisions of the Articles [and the Shareholders Agreement], the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote The Directors may participate in any meeting of the board of Directors by means of video conference, teleconference or other similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute such Director s presence in person at the meeting. Unless otherwise determined by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting A resolution in writing signed (in one or more counterparts) by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held The board of Directors will meet no less than four (4) times per year at such times and in such places as the board of Directors shall designate from time to time. In addition to the regular meetings contemplated by the foregoing sentence, a Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two (2) Business Days' notice in writing (which shall include electronic notice) to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that 21

29 Case CSS Doc Filed 06/05/17 Page 26 of 37 there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director. 31 Presumption of Assent A Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favor of such action. 32 Directors' and Officers Interests 32.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. 22

30 Case CSS Doc Filed 06/05/17 Page 27 of No contract or transaction between the Company and one or more of the Directors or officers of the Company, or between the Company and any other corporation, partnership, association, or other organization in which one or more of the Directors or officers of the Company, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the board of Directors or committee which authorizes the contract or transaction, or solely because any such Director's or officer's votes are counted for such purpose, if: (a) (b) the material facts as to the Director's or officer's relationship or interest and as to the contract or transaction are disclosed by such interested Director or officer at or prior to its consideration and any vote thereon or are known to the board of Directors or the committee, and the board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested directors be less than a quorum (provided, that interested Directors may be counted in determining the presence of a quorum at a meeting of the board of Directors or of a committee which authorizes the contract or transaction); or the material facts as to the Director's or officer's relationship or interest and as to the contract or transaction are disclosed to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the Members. 33 Minutes The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors or alternate Directors present at each meeting. 34 Delegation of Directors' Powers 34.1 The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by him; provided, that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying. 23

31 Case CSS Doc Filed 06/05/17 Page 28 of The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by [the Shareholders Agreement and] the provisions hereof regulating the proceedings of Directors, so far as they are capable of applying The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine; provided, that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorized signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorized signatories as the Directors may think fit and may also authorize any such attorney or authorized signatory to delegate all or any of the powers, authorities and discretions vested in him The Directors may appoint such officers of the Company (including, for the avoidance of doubt and without limitation, any secretary) as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer of the Company may be removed by resolution of the Directors or Ordinary Resolution of the Members. An officer of the Company may vacate his office at any time if he gives notice in writing to the Company that he resigns his office. 35 Alternate Directors 35.1 Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors, and generally to perform all the functions of his appointor as a Director in his absence An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. 24

32 Case CSS Doc Filed 06/05/17 Page 29 of Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. 36 No Minimum Shareholding The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares. 37 Remuneration of Directors 37.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration as a Director. 38 Seal 38.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer of the Company or other person appointed by the Directors for the purpose The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to 25

33 Case CSS Doc Filed 06/05/17 Page 30 of 37 be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. 39 Dividends, Distributions and Reserve 39.1 Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorize payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the share premium account or as otherwise permitted by law Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address 26

34 Case CSS Doc Filed 06/05/17 Page 31 of 37 as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders No Dividend or other distribution shall bear interest against the Company Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company's name; provided, that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company. 40 Capitalisation The Directors may at any time capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorize any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company. 41 Books of Account 41.1 The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 27

35 Case CSS Doc Filed 06/05/17 Page 32 of [Members shall have the right to inspect the accounts and books of the Company in accordance with the provisions of the Shareholders Agreement.] 41.3 The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. 42 Audit 42.1 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members. 43 Notices 43.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or to him or to his address as shown in the Register of Members (or where the notice is given by by sending it to the address provided by such Member). Any notice, if posted from one country to another, is to be sent by airmail Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third Business Day following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by service shall be deemed to be effected by transmitting the to the address provided by the intended recipient and shall be deemed to have been received on the same day that it was 28

36 Case CSS Doc Filed 06/05/17 Page 33 of 37 sent, and it shall not be necessary for the receipt of the to be acknowledged by the recipient A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred Notice of every general meeting shall be given in any manner authorized by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings. 44 Winding Up 44.1 [The Company shall be wound up voluntarily upon the occurrence of the passing of a Special Resolution of the Company to do so or as otherwise prescribed by the Statute.] If the Company shall be wound up the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up: (a) (b) if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval 2 Note to Draft: Under discussion. 29

37 Case CSS Doc Filed 06/05/17 Page 34 of 37 required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability. 45 Indemnity and Insurance 45.1 Every Director and officer of the Company (which for the avoidance of doubt, shall not include auditors of the Company), together with every former Director and former officer of the Company (each an "Indemnified Person") shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or other officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the Company. 46 Financial Year Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year. 30

38 Case CSS Doc Filed 06/05/17 Page 35 of Transfer by Way of Continuation If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. 48 Mergers and Consolidations [Subject to the provisions of the Shareholders Agreement,] the Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution. 49 Transactions with Interested Shareholders Notwithstanding any other provisions of the Articles, the Company shall not engage in any Business Combination with any Interested Shareholder, or any Related Person thereof, for a period of three (3) years following the time that such Member or any Related Person thereof became an Interested Shareholder, unless: (a) (b) (c) the board of Directors has approved either the Business Combination or the transaction which resulted in such Member becoming an Interested Shareholder; upon consummation of the transaction which resulted in such Member becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the Shares outstanding at the time the transaction commenced; or at or subsequent to such time, the Business Combination is (i) approved by the board of Directors and (ii) approved by Members representing two-thirds of the Shares which are not owned by the Interested Shareholder. 50 [Conflict with Shareholders Agreement The Articles are subject in all respects to the terms and conditions set forth in the Shareholders Agreement. In case of any conflict between the provisions of the Articles and the provisions of the Shareholders Agreement, the provisions of the Shareholders Agreement shall prevail and each Member shall take all such steps as are required to amend the provisions of the Articles to reflect the provisions of the Shareholders Agreement.] 51 Tax Treatment For U.S. federal income tax purposes, the Company desires and intends to be classified as a corporation. Accordingly, the Company shall not take any action inconsistent with such intent and no election shall be made to treat the Company as other than a corporation for U.S. federal income tax purposes. 31

39 Case CSS Doc Filed 06/05/17 Page 36 of 37 32

40 Case CSS Doc Filed 06/05/17 Page 37 of 37 Dated this [ ] day of [ ] Maples Corporate Services Limited of PO Box 309, Ugland House Grand Cayman KY Cayman Islands acting by: [ ] [ ] Witness to the above signature 33

41 Case CSS Doc Filed 06/05/17 Page 1 of 32 Exhibit B-1 Amended List of Directors and Officers of Reorganized Debtors RLF V.1

42 Case CSS Doc Filed 06/05/17 Page 2 of 32 REORGANIZED PARAGON [TO COME] RLF V.1

43 Case CSS Doc Filed 06/05/17 Page 3 of 32 PARAGON OFFSHORE PLC Directors: Title Director Director Director Biography and Affiliations Anthony R. Chase has served as a member of the Board since the Spin Off in Since 2006, Mr. Chase has served as the Chairman and Chief Executive Officer of ChaseSource, L.P., a Houston-based staffing and real estate development firm, which is ranked among the nation s largest minority-owned companies. Mr. Chase also is a tenured Professor of Law at the University of Houston. He currently serves on the board of Anadarko Petroleum Corporation and has previously served on the boards of Sarepta Therapeutics, Inc., Western Gas Partners, LP, the Cornell Companies and Leap Wireless International Inc. Mr. Chase is also on the board of directors of several non-profit companies. Mr. Chase brings to the board of directors unique experience as a successful and widely respected business leader, entrepreneur and legal scholar, significant experience with strategic transactions and public and private company board service. Thomas L. Kelly II has served as a member of the Board since the Spin Off in He is a co-founder and has been a general partner of CHB Capital Partners, a private equity fund that provides capital and expertise to closely-held businesses since Mr. Kelly currently serves on the boards of numerous private companies and has served on the board of Ensco plc. Mr. Kelly brings to the board of directors extensive experience as a general partner in the private equity industry, considerable expertise in corporate finance and investment management activities and public and private company board service across multiple industries, including the offshore drilling industry. John P. Reddy has served as a member of the Board since the Spin Off in Mr. Reddy is currently a business consultant and private investor. From 2009 until 2017, Mr. Reddy served as the Chief Financial Officer of Spectra Energy Corporation, an owner and operator of pipeline and midstream energy assets. Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation and in various financial roles with Pacific Enterprises Corporation. Mr. Reddy currently also serves on the board of directors of DCP Midstream, LLC. Mr. Reddy brings to the board of directors experience and knowledge gained as an executive officer in the energy industry, as well as extensive accounting and financial expertise. RLF V.1

44 Case CSS Doc Filed 06/05/17 Page 4 of 32 Title Director, Interim President & Chief Executive Officer Director Biography and Affiliations Dean E. Taylor has served as the Interim President and Chief Executive Officer since November 2016 and has served as a member of the Board since the Spin Off in Prior to joining the Company as Interim President and Chief Executive Officer in 2016, Mr. Taylor was a private investor. From 1978 until 2014, Mr. Taylor served in various other roles with Tidewater, a global provider of offshore service vessels to the energy industry, including as Chief Executive Officer and President and Chairman of the board. Mr. Taylor previously served as on the boards of Trican Well Services Ltd. and Whitney Holding Corporation. Mr. Taylor brings to the board of directors broad experience as an executive officer in the offshore energy industry and public company board experience. William L. Transier has served as a member of the Board since the Spin Off in He is the founder and currently serves as Chief Executive Officer of Transier Advisors, LLC, an independent advisory firm providing operational improvement, turnaround, restructuring and executive leadership to the energy industry since Prior to 2015, Mr. Transier co-founded Endeavour International Corporation, an international oil and gas exploration and production company. He served as nonexecutive Chairman of the Board of Directors from December 2014 until November He served as Chairman, President and Chief Executive Officer of Endeavour from 2006 until 2014, and as Co-Chief Executive Officer of Endeavour from 2004 to Prior to this, Mr. Transier served in various roles including Executive Vice President and Chief Financial Officer of Ocean Energy, Inc., Executive Vice President and Chief Financial Officer of Seagull Energy Corporation and partner in the audit department of KPMG LLP. Mr. Transier is currently Lead Independent director of Helix Energy Solutions Group, Inc. and serves on the board of CHC Group, Ltd. Mr. Transier has previously served as Lead Director on the board of Cal Dive International, Inc. Mr. Transier brings to the board of directors experience and knowledge gained as an executive officer for complex international companies in the energy industry, extensive finance, accounting and restructuring expertise including experience leading the board in resolving Endeavour s 2014 Chapter 11 case which was dismissed in November 2015 upon reaching a structured settlement agreement. RLF V.1 3

45 Case CSS Doc Filed 06/05/17 Page 5 of 32 Title Director Biography and Affiliations J. Robinson West has served as the chairman of the Board since the Spin Off in Mr. West is currently a business consultant and private investor. From 2013 until 2017, Mr. West served as a Senior Advisor and Resident Affiliate for the Center for Strategic & International Studies, an independent bipartisan research institute specializing in foreign policy and defense issues and international economies, since October Mr. West was the founder, Chairman and Chief Executive Officer of PFC Energy, Inc., a Washington, D.C.-based consulting firm serving oil and gas companies and governments with 14 offices around the world, and served in that role from 1984 to Before founding PFC, Mr. West served in the Reagan Administration as Assistant Secretary of the Interior for Policy, Budget, and Administration ( ), with responsibility for U.S. offshore oil policy. Mr. West currently serves on the boards of Magellan Petroleum Corporation and has recently served on the board of Key Energy Services, Inc. and Cheniere Energy, Inc. Mr. West brings to the board of directors extensive experience as a consultant to companies in the international oil and gas industries, U.S. government service related to energy policy matters, and broad knowledge of board leadership and corporate governance. Officers: Director, Interim President & Chief Executive Officer Dean E. Taylor has served as Interim President and Chief Executive Officer since November 2016 and has served as a member of the Board since the Spin Off in Prior to joining the Company as Interim President and Chief Executive Officer in 2016, Mr. Taylor was a private investor. From 1978 until 2014, Mr. Taylor served in various other roles with Tidewater, a global provider of offshore service vessels to the energy industry, including as Chief Executive Officer and President and Chairman of the board. Mr. Taylor previously served on the boards of Trican Well Services Ltd. and Whitney Holding Corporation. Mr. Taylor brings to the board of directors broad experience as an executive officer in the offshore energy industry and public company board experience. RLF V.1 4

46 Case CSS Doc Filed 06/05/17 Page 6 of 32 Title Senior Vice President, Interim Chief Financial Officer Senior Vice President - Operations Biography and Affiliations Lee M. Ahlstrom was named Interim Chief Financial Officer effective November 9, Mr. Ahlstrom served as Senior Vice President of Investor Relations, Strategy and Planning of Paragon since its founding in Mr. Ahlstrom has more than 20 years of experience in the oil and gas industry. He has served as Senior Vice President Strategic Development of Noble since May 2011 and was Vice President of Investor Relations and Planning of Noble from May 2006 to May Prior to joining Noble, Mr. Ahlstrom served as Director of Investor Relations at Burlington Resources, held various management positions at UNOCAL Corporation and served as an Engagement Manager with McKinsey & Company. Mr. Ahlstrom began his career with Exxon, where he held a variety of surface and subsurface engineering positions. He holds Bachelor of Science and Master s degrees in Mechanical Engineering from the University of Delaware. William C. Yester was named Senior Vice President of Operations effective August 1, Mr. Yester has more than 40 years of experience in the drilling business, with more than 22 years in offshore operations, and has been employed with Noble in a number of operational roles since He has served most recently as Vice President Division Manager (Africa) and prior to that, Vice President Division Manager (Middle East and India). Mr. Yester began his career with Noble in 1974, and from 1990 to 1994 served as a Division Manager with Helmerich and Payne International Drilling Company. In he held a number of operational roles with Triton Engineering Company before returning to Noble in Mr. Yester holds a Bachelor of Science degree in Petroleum Engineering from Louisiana Tech University. Senior Vice President Marketing and Contracts Andrew W. Tietz was named Senior Vice President of Marketing and Contracts effective August 1, Mr. Tietz has more than 20 years of experience in the offshore drilling industry. He has served as Vice President Marketing and Contracts of Noble since May 2010 and was Director Marketing and Contracts from December 2009 to April Prior to joining Noble, Mr. Tietz served as Director Marketing and Business Development for Transocean Ltd. He served in various marketing and finance positions with Transocean and GlobalSantaFe and Global Marine, prior to their mergers with Transocean, including positions in Dubai, Egypt and Kuala Lumpur. Mr. Tietz holds a Bachelor of Science-Finance degree from the University of Colorado Boulder and a Master of Business Administration degree from the University of St. Thomas. RLF V.1 5

47 Case CSS Doc Filed 06/05/17 Page 7 of 32 Title Senior Vice President Special Projects, Supply Chain and Maintenance Biography and Affiliations Anirudha Pangarkar was named Senior Vice President - Special Projects, Supply Chain and Maintenance effective August 1, Mr. Pangarkar has more than 30 years of experience in the offshore drilling industry. He joined Paragon Offshore in January 2015 following the acquisition of Prospector Offshore, where he had been Vice President of Operations since co-founding the company in Prior to that, he served as Vice President of Operations at Premium Drilling, Inc. from 2005 to 2009 where he directed operations for 13 jackup rigs. Before joining Premium Drilling, Mr. Pangarkar was General Manager of Schlumberger Drilling Services where he managed business for 37 drilling rigs across eight countries. Mr. Pangarkar holds a Bachelor of Science degree in Mechanical Engineering from M.S. University, India and a Master of Business Administration from MIT Sloan School of Management. Senior Vice President Administration, General Counsel and Corporate Secretary Todd D. Strickler was named Senior Vice President - Administration, General Counsel and Corporate Secretary effective August 23, Mr. Strickler served in the role of Vice President, General Counsel and Corporate Secretary since August Mr. Strickler has more than 15 years of experience in the offshore and legal services industries. He has served as Associate General Counsel Corporate of Noble since January 2013 and was Senior Counsel for Noble since February Prior to his joining Noble, he specialized in corporate and securities law at the law firm of Andrews Kurth LLP. Mr. Strickler holds a Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin and a Juris Doctorate from the University of Texas School of Law. Vice President, Chief Accounting Officer Alejandra Veltmann was named Vice President - Chief Accounting Officer effective June 1, Ms. Veltmann previously served as Vice President and Chief Accounting Officer at Geokinetics Inc. from December 2012 to May 2015, and Corporate Controller from May 2011 to November Ms. Veltmann has over 25 years of experience in financial management roles for public and private companies in the energy, financial services, and manufacturing industries, including consulting in the role of CFO for entrepreneurial companies. Ms. Veltmann served as senior manager for KPMG and is a certified public accountant. Ms. Veltmann holds a BBA degree in Accounting from The University of New Mexico. RLF V.1 6

48 Case CSS Doc Filed 06/05/17 Page 8 of 32 PARAGON (MIDDLE EAST) LIMITED Directors and Officers Director Shetter, Jim R. Director Betschart, Oliver L. Director Höhn (Hoehn), Katrin President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 7

49 Case CSS Doc Filed 06/05/17 Page 9 of 32 PARAGON ASSET (ME) LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 8

50 Case CSS Doc Filed 06/05/17 Page 10 of 32 PARAGON ASSET (UK) LTD. Directors and Officers Director Director De Bruijne, Pieter Gavrel, Jean-Christophe Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Vice President De Bruijne, Pieter Gavrel, Jean-Christophe Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 9

51 Case CSS Doc Filed 06/05/17 Page 11 of 32 PARAGON ASSET COMPANY LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 10

52 Case CSS Doc Filed 06/05/17 Page 12 of 32 PARAGON DRILLING SERVICES 7 LLC Directors and Officers Manager Shetter, Jim R. Manager Höhn (Hoehn), Katrin Manager Betschart, Oliver L. President Betschart, Oliver L. Vice President Shetter, Jim R. Vice President Höhn (Hoehn), Katrin RLF V.1 11

53 Case CSS Doc Filed 06/05/17 Page 13 of 32 PARAGON DUCHESS LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 12

54 Case CSS Doc Filed 06/05/17 Page 14 of 32 PARAGON FDR HOLDINGS LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Donley, Steven S. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Donley, Steven S. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 13

55 Case CSS Doc Filed 06/05/17 Page 15 of 32 PARAGON HOLDING NCS 2 SARL Directors and Officers Manager Manager de Bree, Bert Höhn (Hoehn), Katrin Manager Algrain, Sandrine E. G. RLF V.1 14

56 Case CSS Doc Filed 06/05/17 Page 16 of 32 PARAGON HOLDING SCS 1 LTD Directors and Officers Director Höhn (Hoehn), Katrin Director Turner, Keith M. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Turner, Keith M. Controller Turner, Keith M. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 15

57 Case CSS Doc Filed 06/05/17 Page 17 of 32 PARAGON HOLDING SCS 2 LTD Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 16

58 Case CSS Doc Filed 06/05/17 Page 18 of 32 PARAGON INTERNATIONAL FINANCE COMPANY Directors and Officers Director Höhn (Hoehn), Katrin Director Donley, Steven S. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Donley, Steven S. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. RLF V.1 17

59 Case CSS Doc Filed 06/05/17 Page 19 of 32 PARAGON LEONARD JONES LLC Directors and Officers Manager Ceppi, William G. Manager Höhn (Hoehn), Katrin Manager Betschart, Oliver L. President Betschart, Oliver L. Vice President Ceppi, William G. Vice President Höhn (Hoehn), Katrin RLF V.1 18

60 Case CSS Doc Filed 06/05/17 Page 20 of 32 PARAGON OFFSHORE (LABUAN) PTE. LTD Directors and Officers Director Still in Progress Ruehlen, James J. Director Höhn (Hoehn), Katrin Director Betschart, Oliver L. Director Secretary (Local) Weng, Geoffrey Chang Tze IFS Secretarial Services Sdn. Bhd. RLF V.1 19

61 Case CSS Doc Filed 06/05/17 Page 21 of 32 PARAGON OFFSHORE (LUXEMBOURG) S.à r.l Directors and Officers Manager Manager De Bree, Bert Höhn (Hoehn), Katrin Manager Algrain, Sandrine E. G. RLF V.1 20

62 Case CSS Doc Filed 06/05/17 Page 22 of 32 PARAGON OFFSHORE (NEDERLAND) B.V Directors and Officers Director Strikwerda, Eelke Director Turner, Keith M. Director De Bruijne, Pieter RLF V.1 21

63 Case CSS Doc Filed 06/05/17 Page 23 of 32 PARAGON OFFSHORE (NORTH SEA) LTD Directors and Officers Director Director De Bruijne, Pieter Gavrel, Jean-Christophe Director Betschart, Oliver L. Senior Vice President Betschart, Oliver L. Vice President Vice President De Bruijne, Pieter Gavrel, Jean-Christophe Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 22

64 Case CSS Doc Filed 06/05/17 Page 24 of 32 PARAGON OFFSHORE CONTRACTING GMBH Directors and Officers Chairman Höhn (Hoehn), Katrin Manager Betschart, Oliver L. Manager Höhn (Hoehn), Katrin Manager Turner, Keith M. RLF V.1 23

65 Case CSS Doc Filed 06/05/17 Page 25 of 32 PARAGON OFFSHORE DO BRASIL LTDA. Directors and Officers General Manager & Legal Representative Andrade, Rafael RLF V.1 24

66 Case CSS Doc Filed 06/05/17 Page 26 of 32 PARAGON OFFSHORE DRILLING LLC Directors and Officers Manager Tietz, Andrew W. Manager Ahlstrom, Lee M. Manager Pangarkar, Anirudha G. President Ahlstrom, Lee M. Vice President Tietz, Andrew W. Vice President Pangarkar, Anirudha G. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. RLF V.1 25

67 Case CSS Doc Filed 06/05/17 Page 27 of 32 PARAGON OFFSHORE FINANCE COMPANY Directors and Officers Director Donley, Steven S. Director Höhn (Hoehn), Katrin Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Donley, Steven S. Vice President Höhn (Hoehn), Katrin Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. RLF V.1 26

68 Case CSS Doc Filed 06/05/17 Page 28 of 32 PARAGON OFFSHORE HOLDINGS US INC. Directors and Officers Director Tietz, Andrew W. Director Ahlstrom, Lee M. Director Pangarkar, Anirudha G. President Ahlstrom, Lee M. Vice President Tietz, Andrew W. Vice President Pangarkar, Anirudha G. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. RLF V.1 27

69 Case CSS Doc Filed 06/05/17 Page 29 of 32 PARAGON OFFSHORE INTERNATIONAL LTD Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. RLF V.1 28

70 Case CSS Doc Filed 06/05/17 Page 30 of 32 PARAGON OFFSHORE LEASING (LUXEMBOURG) S.à r.l Directors and Officers Manager Manager De Bree, Bert Höhn (Hoehn), Katrin Manager Algrain, Sandrine E. G. RLF V.1 29

71 Case CSS Doc Filed 06/05/17 Page 31 of 32 PARAGON OFFSHORE LEASING (SWITZERLAND) GMBH Directors and Officers Chairman Manager Höhn (Hoehn), Katrin Höhn (Hoehn), Katrin Manager Turner, Keith M. Manager Betschart, Oliver L. RLF V.1 30

72 Case CSS Doc Filed 06/05/17 Page 32 of 32 PGN OFFSHORE DRILLING (MALAYSIA) SDN. BHD. Directors and Officers Director Ruehlen, James J. Director Höhn (Hoehn), Katrin Director Betschart, Oliver L. Director Local Director Local Rashid, Razale Bin Abdul Lee, Yeoh Chen RLF V.1 31

73 Case CSS Doc Filed 06/05/17 Page 1 of 33 Exhibit B-2 Directors and Officers of Reorganized Debtors Redline RLF V.1

74 Case CSS Doc Filed 06/05/17 Page 2 of 33 REORGANIZED PARAGON [TO COME] WEIL:\ \1\ WEIL:\ \2\

75 Case CSS Doc Filed 06/05/17 Page 3 of 33 Directors: Title Director Director Director PARAGON OFFSHORE PLC Biography and Affiliations Anthony R. Chase has served as a member of the Board since the Spin Off in Since 2006, Mr. Chase has served as the Chairman and Chief Executive Officer of ChaseSource, L.P., a Houston-based staffing and real estate development firm, which is ranked among the nation s largest minority-owned companies. Mr. Chase also is a tenured Professor of Law at the University of Houston. He currently serves on the board of Anadarko Petroleum Corporation and has previously served on the boards of Sarepta Therapeutics, Inc., Western Gas Partners, LP, the Cornell Companies and Leap Wireless International Inc. Mr. Chase is also on the board of directors of several non-profit companies. Mr. Chase brings to the board of directors unique experience as a successful and widely respected business leader, entrepreneur and legal scholar, significant experience with strategic transactions and public and private company board service. Thomas L. Kelly II has served as a member of the Board since the Spin Off in He is a co-founder and has been a general partner of CHB Capital Partners, a private equity fund that provides capital and expertise to closely-held businesses since Mr. Kelly currently serves on the boards of numerous private companies and has served on the board of Ensco plc. Mr. Kelly brings to the board of directors extensive experience as a general partner in the private equity industry, considerable expertise in corporate finance and investment management activities and public and private company board service across multiple industries, including the offshore drilling industry. John P. Reddy has served as a member of the Board since the Spin Off in Mr. Reddy is currently a business consultant and private investor. From 2009 until 2017, Mr. Reddy served as the Chief Financial Officer of Spectra Energy Corporation, an owner and operator of pipeline and midstream energy assets. Prior to that, he served as Senior Vice President and Chief Financial Officer of Atmos Energy Corporation and in various financial roles with Pacific Enterprises Corporation. Mr. Reddy currently also serves on the board of directors of DCP Midstream, LLC. Mr. Reddy brings to the board of directors experience and knowledge gained as an executive officer in the energy industry, as well as extensive accounting and financial expertise. WEIL:\ \1\ WEIL:\ \2\

76 Case CSS Doc Filed 06/05/17 Page 4 of 33 Title Director, Interim President & Chief Executive Officer Director Biography and Affiliations Dean E. Taylor has served as the Interim President and Chief Executive Officer since November 2016 and has served as a member of the Board since the Spin Off in Prior to joining the Company as Interim President and Chief Executive Officer in 2016, Mr. Taylor was a private investor. From 1978 until 2014, Mr. Taylor served in various other roles with Tidewater, a global provider of offshore service vessels to the energy industry, including as Chief Executive Officer and President and Chairman of the board. Mr. Taylor previously served as on the boards of Trican Well Services Ltd. and Whitney Holding Corporation. Mr. Taylor brings to the board of directors broad experience as an executive officer in the offshore energy industry and public company board experience. William L. Transier has served as a member of the Board since the Spin Off in He is the founder and currently serves as Chief Executive Officer of Transier Advisors, LLC, an independent advisory firm providing operational improvement, turnaround, restructuring and executive leadership to the energy industry since Prior to 2015, Mr. Transier co-founded Endeavour International Corporation, an international oil and gas exploration and production company. He served as nonexecutive Chairman of the Board of Directors from December 2014 until November He served as Chairman, President and Chief Executive Officer of Endeavour from 2006 until 2014, and as Co-Chief Executive Officer of Endeavour from 2004 to Prior to this, Mr. Transier served in various roles including Executive Vice President and Chief Financial Officer of Ocean Energy, Inc., Executive Vice President and Chief Financial Officer of Seagull Energy Corporation and partner in the audit department of KPMG LLP. Mr. Transier is currently Lead Independent director of Helix Energy Solutions Group, Inc. and serves on the board of CHC Group, Ltd. Mr. Transier has previously served as Lead Director on the board of Cal Dive International, Inc. Mr. Transier brings to the board of directors experience and knowledge gained as an executive officer for complex international companies in the energy industry, extensive finance, accounting and restructuring expertise including experience leading the board in resolving Endeavour s 2014 Chapter 11 case which was dismissed in November 2015 upon reaching a structured settlement agreement. 3 WEIL:\ \1\ WEIL:\ \2\

77 Case CSS Doc Filed 06/05/17 Page 5 of 33 Title Director Biography and Affiliations J. Robinson West has served as the chairman of the Board since the Spin Off in Mr. West is currently a business consultant and private investor. From 2013 until 2017, Mr. West served as a Senior Advisor and Resident Affiliate for the Center for Strategic & International Studies, an independent bipartisan research institute specializing in foreign policy and defense issues and international economies, since October Mr. West was the founder, Chairman and Chief Executive Officer of PFC Energy, Inc., a Washington, D.C.-based consulting firm serving oil and gas companies and governments with 14 offices around the world, and served in that role from 1984 to Before founding PFC, Mr. West served in the Reagan Administration as Assistant Secretary of the Interior for Policy, Budget, and Administration ( ), with responsibility for U.S. offshore oil policy. Mr. West currently serves on the boards of Magellan Petroleum Corporation and has recently served on the board of Key Energy Services, Inc. and Cheniere Energy, Inc. Mr. West brings to the board of directors extensive experience as a consultant to companies in the international oil and gas industries, U.S. government service related to energy policy matters, and broad knowledge of board leadership and corporate governance. Officers: Senior ViceDirector, Interim President & Chief Executive Officer Andrew W. Tietz was named Senior Vice President of Marketing and Contracts effective August 1, Mr. Tietz has more than 20 years of experience in the offshore drilling industry. HeDean E. Taylor has served as ViceInterim President Marketing and Contracts of Nobleand Chief Executive Officer since MayNovember and whas Director Marketing and Contracts fromserved as a Decmember 2009 to Aprilof the Board since the Spin Off in Prior to joining Noble, Mr. Tietz served as Director Marketing and Business Development for Transocean Ltd. He served in various marketing and finance positions with Transocean and GlobalSantaFe and Global Marine, prior to their mergers with Transocean, including positions in Dubai, Egypt and Kuala Lumpur. Mr. Tietz holds a Bachelor of Science-Finance degree from the University of Colorado Boulder and a Master of Business Administration degree from the University of St. Thomas. the Company as Interim President and Chief Executive Officer in 2016, Mr. Taylor was a private investor. From 1978 until 2014, Mr. Taylor served in various other roles with Tidewater, a global provider of offshore service vessels to the energy industry, including as Chief Executive Officer and President and Chairman of the board. Mr. Taylor previously served on the boards of Trican Well Services Ltd. and Whitney Holding Corporation. Mr. Taylor brings to the board of directors broad experience as an executive officer in the offshore energy industry and public company board experience. 4 WEIL:\ \1\ WEIL:\ \2\

78 Case CSS Doc Filed 06/05/17 Page 6 of 33 Title Senior Vice President, Interim Chief Financial Officer Senior Vice President - Operations Biography and Affiliations Lee M. Ahlstrom was named Interim Chief Financial Officer effective November 9, Mr. Ahlstrom served as Senior Vice President of Investor Relations, Strategy and Planning effective August 1,of Paragon since its founding in Mr. Ahlstrom has more than 20 years of experience in the oil and gas industry. He has served as Senior Vice President Strategic Development of Noble since May 2011 and was Vice President of Investor Relations and Planning of Noble from May 2006 to May Prior to joining Noble, Mr. Ahlstrom served as Director of Investor Relations at Burlington Resources, held various management positions at UNOCAL Corporation and served as an Engagement Manager with McKinsey & Company. Mr. Ahlstrom began his career with Exxon, where he held a variety of surface and subsurface engineering positions. He holds Bachelor of Science and Master s degrees in Mechanical Engineering from the University of Delaware. William C. Yester was named Senior Vice President of Operations effective August 1, Mr. Yester has more than 40 years of experience in the drilling business, with more than 22 years in offshore operations, and has been employed with Noble in a number of operational roles since He has served most recently as Vice President Division Manager (Africa) and prior to that, Vice President Division Manager (Middle East and India). Mr. Yester began his career with Noble in 1974, and from 1990 to 1994 served as a Division Manager with Helmerich and Payne International Drilling Company. In he held a number of operational roles with Triton Engineering Company before returning to Noble in Mr. Yester holds a Bachelor of Science degree in Petroleum Engineering from Louisiana Tech University. Senior Vice President Marketing and Contracts Andrew W. Tietz was named Senior Vice President of Marketing and Contracts effective August 1, Mr. Tietz has more than 20 years of experience in the offshore drilling industry. He has served as Vice President Marketing and Contracts of Noble since May 2010 and was Director Marketing and Contracts from December 2009 to April Prior to joining Noble, Mr. Tietz served as Director Marketing and Business Development for Transocean Ltd. He served in various marketing and finance positions with Transocean and GlobalSantaFe and Global Marine, prior to their mergers with Transocean, including positions in Dubai, Egypt and Kuala Lumpur. Mr. Tietz holds a Bachelor of Science-Finance degree from the University of Colorado Boulder and a Master of Business Administration degree from the University of St. Thomas. 5 WEIL:\ \1\ WEIL:\ \2\

79 Case CSS Doc Filed 06/05/17 Page 7 of 33 Title Senior Vice President Special Projects, Supply Chain and Maintenance Biography and Affiliations Anirudha Pangarkar was named Senior Vice President - Special Projects, Supply Chain and Maintenance effective August 1, Mr. Pangarkar has more than 30 years of experience in the offshore drilling industry. He joined Paragon Offshore in January 2015 following the acquisition of Prospector Offshore, where he had been Vice President of Operations since co-founding the company in Prior to that, he served as Vice President of Operations at Premium Drilling, Inc. from 2005 to 2009 where he directed operations for 13 jackup rigs. Before joining Premium Drilling, Mr. Pangarkar was General Manager of Schlumberger Drilling Services where he managed business for 37 drilling rigs across eight countries. Mr. Pangarkar holds a Bachelor of Science degree in Mechanical Engineering from M.S. University, India and a Master of Business Administration from MIT Sloan School of Management. Senior Vice President, Administration, General Counsel and Corporate Secretary Todd D. Strickler was named Senior Vice President - Administration, General Counsel, and Corporate Secretary effective August 1,23, Mr. Strickler served in the role of Vice President, General Counsel and Corporate Secretary since August Mr. Strickler has more than 15 years of experience in the offshore and legal services industries. He has served as Associate General Counsel Corporate of Noble since January 2013 and was Senior Counsel for Noble since February Prior to his joining Noble, he specialized in corporate and securities law at the law firm of Andrews Kurth LLP. Mr. Strickler holds a Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin and a Juris Doctorate from the University of Texas School of Law. Vice President, Chief Accounting Officer Julie A. FerroAlejandra Veltmann was named Vice President - Chief Accounting Officer effective June 1, Ms. Veltmann previously served as Vice President and Chief Accounting Officer at Geokinetics Inc. from December 2012 to May 2015, and Corporate Controller from May 2011 to November Ms. Veltmann has over 25 years of experience in financial management roles for public and private companies in the energy, financial services, and manufacturing industries, including consulting in the role of CFO for entrepreneurial companies. Ms. Veltmann served as senior manager for KPMG and is a certified public accountant. Ms. Veltmann holds a BBA degree in Accounting from The University of New Mexico. 6 WEIL:\ \1\ WEIL:\ \2\

80 Case CSS Doc Filed 06/05/17 Page 8 of 33 PARAGON (MIDDLE EAST) LIMITED Directors and Officers Director Shetter, Jim R. Director Betschart, Oliver L. Director Höhn (Hoehn), Katrin President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 7 WEIL:\ \1\ WEIL:\ \2\

81 Case CSS Doc Filed 06/05/17 Page 9 of 33 PARAGON ASSET (ME) LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 8 WEIL:\ \1\ WEIL:\ \2\

82 Case CSS Doc Filed 06/05/17 Page 10 of 33 PARAGON ASSET (UK) LTD. Directors and Officers Director Director De Bruijne, Pieter Gavrel, Jean-Christophe Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Vice President De Bruijne, Pieter Gavrel, Jean-Christophe Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 9 WEIL:\ \1\ WEIL:\ \2\

83 Case CSS Doc Filed 06/05/17 Page 11 of 33 PARAGON ASSET COMPANY LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 10 WEIL:\ \1\ WEIL:\ \2\

84 Case CSS Doc Filed 06/05/17 Page 12 of 33 PARAGON DRILLING SERVICES 7 LLC Directors and Officers Manager Shetter, Jim R. Manager Höhn (Hoehn), Katrin Manager Betschart, Oliver L. President Betschart, Oliver L. Vice President Shetter, Jim R. Vice President Höhn (Hoehn), Katrin 11 WEIL:\ \1\ WEIL:\ \2\

85 Case CSS Doc Filed 06/05/17 Page 13 of 33 PARAGON DUCHESS LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 12 WEIL:\ \1\ WEIL:\ \2\

86 Case CSS Doc Filed 06/05/17 Page 14 of 33 PARAGON FDR HOLDINGS LTD. Directors and Officers Director Höhn (Hoehn), Katrin Director Donley, Steven S. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Donley, Steven S. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 13 WEIL:\ \1\ WEIL:\ \2\

87 Case CSS Doc Filed 06/05/17 Page 15 of 33 PARAGON HOLDING NCS 2 SARL Directors and Officers Manager Manager de Bree, Bert Höhn (Hoehn), Katrin Manager Algrain, Sandrine E. G. 14 WEIL:\ \1\ WEIL:\ \2\

88 Case CSS Doc Filed 06/05/17 Page 16 of 33 PARAGON HOLDING SCS 1 LTD Directors and Officers Director Höhn (Hoehn), Katrin Director Turner, Keith M. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Turner, Keith M. Controller Turner, Keith M. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 15 WEIL:\ \1\ WEIL:\ \2\

89 Case CSS Doc Filed 06/05/17 Page 17 of 33 PARAGON HOLDING SCS 2 LTD Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 16 WEIL:\ \1\ WEIL:\ \2\

90 Case CSS Doc Filed 06/05/17 Page 18 of 33 PARAGON INTERNATIONAL FINANCE COMPANY Directors and Officers Director Höhn (Hoehn), Katrin Director Donley, Steven S. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Donley, Steven S. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. 17 WEIL:\ \1\ WEIL:\ \2\

91 Case CSS Doc Filed 06/05/17 Page 19 of 33 PARAGON LEONARD JONES LLC Directors and Officers Manager Ceppi, William G. Manager Höhn (Hoehn), Katrin Manager Betschart, Oliver L. President Betschart, Oliver L. Vice President Ceppi, William G. Vice President Höhn (Hoehn), Katrin 18 WEIL:\ \1\ WEIL:\ \2\

92 Case CSS Doc Filed 06/05/17 Page 20 of 33 PARAGON OFFSHORE (LABUAN) PTE. LTD Directors and Officers Director Still in Progress Ruehlen, James J. Director Höhn (Hoehn), Katrin Director Betschart, Oliver L. Director Secretary (Local) Weng, Geoffrey Chang Tze IFS Secretarial Services Sdn. Bhd. 19 WEIL:\ \1\ WEIL:\ \2\

93 Case CSS Doc Filed 06/05/17 Page 21 of 33 PARAGON OFFSHORE (LUXEMBOURG) S.à r.l Directors and Officers Manager Manager De Bree, Bert Höhn (Hoehn), Katrin Manager Algrain, Sandrine E. G. 20 WEIL:\ \1\ WEIL:\ \2\

94 Case CSS Doc Filed 06/05/17 Page 22 of 33 PARAGON OFFSHORE (NEDERLAND) B.V Directors and Officers Director Strikwerda, Eelke Director Turner, Keith M. Director De Bruijne, Pieter 21 WEIL:\ \1\ WEIL:\ \2\

95 Case CSS Doc Filed 06/05/17 Page 23 of 33 PARAGON OFFSHORE (NORTH SEA) LTD Directors and Officers Director Director De Bruijne, Pieter Gavrel, Jean-Christophe Director Betschart, Oliver L. Senior Vice President Betschart, Oliver L. Vice President Vice President De Bruijne, Pieter Gavrel, Jean-Christophe Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 22 WEIL:\ \1\ WEIL:\ \2\

96 Case CSS Doc Filed 06/05/17 Page 24 of 33 PARAGON OFFSHORE CONTRACTING GMBH Directors and Officers Chairman Höhn (Hoehn), Katrin Manager Betschart, Oliver L. Manager Höhn (Hoehn), Katrin Manager Turner, Keith M. 23 WEIL:\ \1\ WEIL:\ \2\

97 Case CSS Doc Filed 06/05/17 Page 25 of 33 PARAGON OFFSHORE DO BRASIL LTDA. Directors and Officers General Manager & Legal Representative Andrade, Rafael 24 WEIL:\ \1\ WEIL:\ \2\

98 Case CSS Doc Filed 06/05/17 Page 26 of 33 PARAGON OFFSHORE DRILLING LLC Directors and Officers Manager Tietz, Andrew W. Manager Ahlstrom, Lee M. Manager Pangarkar, Anirudha G. President Ahlstrom, Lee M. Vice President Tietz, Andrew W. Vice President Pangarkar, Anirudha G. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. 25 WEIL:\ \1\ WEIL:\ \2\

99 Case CSS Doc Filed 06/05/17 Page 27 of 33 PARAGON OFFSHORE FINANCE COMPANY Directors and Officers Director Donley, Steven S. Director Höhn (Hoehn), Katrin Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Donley, Steven S. Vice President Höhn (Hoehn), Katrin Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. 26 WEIL:\ \1\ WEIL:\ \2\

100 Case CSS Doc Filed 06/05/17 Page 28 of 33 PARAGON OFFSHORE HOLDINGS US INC. Directors and Officers Director Tietz, Andrew W. Director Ahlstrom, Lee M. Director Pangarkar, Anirudha G. President Ahlstrom, Lee M. Vice President Tietz, Andrew W. Vice President Pangarkar, Anirudha G. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. Treasurer Donley, Steven S. 27 WEIL:\ \1\ WEIL:\ \2\

101 Case CSS Doc Filed 06/05/17 Page 29 of 33 PARAGON OFFSHORE INTERNATIONAL LTD Directors and Officers Director Höhn (Hoehn), Katrin Director Shetter, Jim R. Director Betschart, Oliver L. President Betschart, Oliver L. Vice President Höhn (Hoehn), Katrin Vice President Shetter, Jim R. Controller Betschart, Oliver L. Secretary Tarkington, Ryan H. Assistant Secretary Almoina, Denise G. 28 WEIL:\ \1\ WEIL:\ \2\

102 Case CSS Doc Filed 06/05/17 Page 30 of 33 PARAGON OFFSHORE LEASING (LUXEMBOURG) S.à r.l Directors and Officers Manager Manager De Bree, Bert Höhn (Hoehn), Katrin Manager Algrain, Sandrine E. G. 29 WEIL:\ \1\ WEIL:\ \2\

103 Case CSS Doc Filed 06/05/17 Page 31 of 33 PARAGON OFFSHORE LEASING (SWITZERLAND) GMBH Directors and Officers Chairman Manager Höhn (Hoehn), Katrin Höhn (Hoehn), Katrin Manager Turner, Keith M. Manager Betschart, Oliver L. 30 WEIL:\ \1\ WEIL:\ \2\

104 Case CSS Doc Filed 06/05/17 Page 32 of 33 PGN OFFSHORE DRILLING (MALAYSIA) SDN. BHD. Directors and Officers Director Ruehlen, James J. Director Höhn (Hoehn), Katrin Director Betschart, Oliver L. Director Local Director Local Rashid, Razale Bin Abdul Lee, Yeoh Chen 31 WEIL:\ \1\ WEIL:\ \2\

105 Case CSS Doc Filed 06/05/17 Page 33 of 33 Summary report: Litéra Change-Pro TDC Document comparison done on 5/26/ :13:20 AM Style name: Default Style Intelligent Table Comparison: Active Original DMS: iw://weildms/weil/ /1 Modified DMS: iw://weildms/weil/ /2 Changes: Add 22 Delete 25 Move From 0 Move To 0 Table Insert 7 Table Delete 4 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 58

106 Case CSS Doc Filed 06/05/17 Page 1 of 45 Exhibit C-1 Amended Form of U.K. Implementation Agreement RLF V.1

107 Case CSS Doc Filed 06/05/17 Page 2 of 45 Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY main tel main fax weil.com [Execution Date] 2017 U.K. IMPLEMENTATION AGREEMENT pursuant to the Fifth Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors between PARAGON OFFSHORE PLC (in administration) and CERTAIN TRANSFERRED SUBSIDIARIES and CERTAIN LIQUIDATING SUBSIDIARIES and [REORGANIZED PARAGON] and NEVILLE KAHN AND DAVID SODEN as joint administrators of Paragon Offshore plc

108 Case CSS Doc Filed 06/05/17 Page 3 of 45 TABLE OF CONTENTS PAGE 1 INTERPRETATION PARTIES RIGHTS AND OBLIGATIONS UNDERTAKINGS UK ADMINISTRATION RESERVE GROUP RELIEF SATISFACTION OF CONDITIONS PRECEDENT NOTICE OF SATISFACTION OF CONDITIONS PRECEDENT AUTHORITY TO DATE AND RELEASE IMPLEMENTATION DOCUMENTS EFFECTIVE DATE POST EFFECTIVE DATE LIMITATIONS TERMINATION CONFIDENTIALITY AND ANNOUNCEMENTS NOTICES ENFORCEMENT BY THIRD PARTIES ADMINISTRATORS LIABILITY GOVERNING LAW GENERAL...15 SCHEDULE 1 IMPLEMENTATION DOCUMENTS...16 SCHEDULE 2 TAKE BACK DEBT AGREEMENT...17 SCHEDULE 3 NEW LETTER OF CREDIT AGREEMENT...18 SCHEDULE 4 EXISTING L/C ESCROW AGREEMENT(S)...19 SCHEDULE 5 AMENDED CERTIFICATES OF INCORPORATION OF THE REORGANIZED DEBTORS...20 SCHEDULE 6 AMENDED BY-LAWS OF THE REORGANIZED DEBTORS...21 SCHEDULE 7 AMENDED CERTIFICATES OF INCORPORATION OF REORGANIZED PARAGON...22 SCHEDULE 8 AMENDED BY-LAWS OF REORGANIZED PARAGON...23 SCHEDULE 9 SHAREHOLDERS AGREEMENT...24 SCHEDULE 10 REGISTRATION RIGHTS AGREEMENT...25 SCHEDULE 11 LITIGATION TRUST AGREEMENT...26 SCHEDULE 12 SCHEDULE OF REJECTED CONTRACTS AND LEASES...27 SCHEDULE 13 LIQUIDATIng SUBSIDIARIES...28 SCHEDULE 14 STRUCTURE OF REORGANIZED PARAGON GROUP...30 SCHEDULE 15 StRUCTURE OF PARAGON PARENt AND LIQUIDAtiNG SUBSIDIARIES...32 i

109 Case CSS Doc Filed 06/05/17 Page 4 of 45 THIS AGREEMENT is made on [ ] 2017 between the following parties (1) PARAGON OFFSHORE PLC (IN ADMINISTRATION), a company incorporated in England and Wales with registered number , whose registered office is at c/o Deloitte LLP, Four Brindleyplace, Birmingham, B1 2HZ, United Kingdom ( Paragon Parent ); (2) Each entity executing this Agreement as a TRANSFERRED SUBSIDIARY; (3) Each entity executing this Agreement as a LIQUIDATING SUBSIDIARY; (4) [REORGANIZED PARAGON], a company incorporated in Cayman with registered number [ ], whose registered office is at [ ] ( Reorganized Paragon ); and (5) NEVILLE KAHN and DAVID SODEN in their capacity as joint administrators of Paragon Parent, each of Deloitte LLP, Athene Place, 66 Shoe Lane, London EC4A 3BQ (the Administrators ) (each acting as agent of Paragon Parent and without personal liability). RECITALS (A) (B) (C) (D) (E) Paragon Parent and each of the other Debtors are subject to reorganization under chapter 11 of title 11 of the United States Code (the Chapter 11 Proceeding ). On [ ] June 2017, an order confirming the fifth joint chapter 11 plan in relation to the corporate and financial restructuring of Paragon Parent and each of the other Debtors (the Financial Restructuring ) was entered by the United States Bankruptcy Court in the Chapter 11 Proceeding. The Financial Restructuring will be implemented pursuant to the U.K. Sale Transaction in accordance with the terms of the Plan, the Reorganization Documents and the Implementation Documents (in each case, as defined below). The Administrators were appointed to Paragon Parent on 23 May 2017 pursuant to an order of the Companies Court of the High Court of Justice of England and Wales (the Appointment ) to, among other things, implement the U.K. Sale Transaction. The Parties have agreed to enter into this Agreement to set out each of the steps and actions required to effect the Financial Restructuring (including the U.K. Sale Transaction), in accordance with the Plan. This Agreement is the U.K. Implementation Agreement, as defined in the Plan. THE PARTIES, in consideration for the mutual undertakings provided by each of the other Parties hereto, AGREE as follows 1 INTERPRETATION 1.1 Capitalised terms shall, unless the contrary is indicated, have the meaning given to them in the Plan. In addition, the following expressions have the following meanings: Accounting Period means an accounting period within the meaning of Chapter 2 of Corporation Tax Act Administration means the administration of Paragon Parent pursuant to Schedule B1 of the Insolvency Act Administration Account(s) means one or more accounts, which shall bear interest if available on commercially reasonable terms at the relevant time, in the name of Paragon Parent and controlled solely by the Administrators. 1

110 Case CSS Doc Filed 06/05/17 Page 5 of 45 Administration Contingency Account(s) means one or more accounts, which shall bear interest if available on commercially reasonable terms at the relevant time, in the name of Paragon Parent and controlled solely by the Administrators. Agreement means this agreement including any schedules and any attachments hereto. Appointment has the meaning given to that term in Recital (C). Authorisation means any authorisation, consent, approval, resolution, licence, exemption, filing notification, notarisation or registration. Available Losses means the aggregate of the amounts described in section 99 of Corporation Tax Act 2010 that in the relevant Accounting Period and Claim Period are eligible for surrender by Paragon Parent under the provisions of Part 5 of Corporation Tax Act 2010, to the extent that the Administrators are satisfied that such amounts are either: (a) not available to; or (b) not likely to be required by, Paragon Parent for its own account or to transfer to any Liquidating Subsidiary to offset or reduce the taxable income of Paragon Parent or such Liquidating Subsidiary. Business Day means any day (other than a Saturday or Sunday) on which banks are open in London, Houston and Cayman for normal banking business. Claim means any claim, in law, in equity or otherwise and whatsoever nature: (a) (b) (c) including any pending, contingent, threatened or actual claim, action, proceeding, investigation, litigation, demand, compulsory process, other notice or damages of any kind which may be alleged, brought or made in any jurisdiction; whether voluntary or for cause, of any contractual obligation or for any failure of a person to perform any contractual, legal or regulatory obligation or otherwise; and/or for, among other things, the enforcement of any right to, or any liability in respect of a right to: (i) (ii) (iii) seek or enforce any judgment; exercise any remedy (for damages or otherwise), indemnity or contribution, whether for losses (including consequential loss, economic loss, loss of bargain, loss of value, or other losses), costs and expenses of any nature; and apply any set-off, netting, withholding, combination of accounts or retention of similar rights in respect of any claim or liability whatsoever. Claim Period means the portion of the Accounting Period of Paragon Parent that commences before the date of this Agreement and that ends on the date of the Confirmation Order, or, if later, the time at which the group condition (as such term is utilized within Part 5 of the Corporation Tax Act 2010) ceases to apply as between Paragon Parent and Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate). Conditions Precedent has the meaning given to it in Clause 6 (Satisfaction of Conditions Precedent). Contingency Fund means the amount of Cash to be distributed to the Administration Contingency Account(s) pursuant to Clause 4.2 (UK Administration Reserve) in an amount to be set out in a side letter between Paragon Parent, Reorganized Paragon and the Administrators. Contract Assignment Agreement(s) means the documents, deeds, instruments of transfer, agreements, notices, resolutions, consents and undertakings required to effect the transfer of 2

111 Case CSS Doc Filed 06/05/17 Page 6 of 45 certain contracts and unexpired leases from certain of the Liquidating Subsidiaries to Reorganized Paragon and/or the Transferred Subsidiaries. Completion Date has the meaning given to it in Clause 6 (Satisfaction of Conditions Precedent). Debtors Counsel means Weil, Gotshal & Manges, LLP. Financial Restructuring has the meaning given to that term in Recital (A). Group Relief means relief which can be surrendered or claimed pursuant to the provisions of Part 5 of Corporation Tax Act Implementation Documents means, in all material respects, each of the documents, deeds, instruments of transfer, agreements, notices, resolutions, consents and undertakings required to implement the U.K. Sale Transaction and the Financial Restructuring, including: (d) (e) those listed in Schedule 1 (Implementation Document Index); and/or such other documents, deeds, instruments of transfer agreements, notices, resolutions, consents and undertakings as shall be considered to be necessary by the relevant Parties thereto and the Administrators (each acting reasonably). Liability means any loss, Claim, judgment and any fee, cost, charge, penalty, interest, disbursement (including any legal fees and disbursements and taxes) of whatsoever nature and whether arising before or after the execution of this Agreement and/or before or after the Appointment and due from or incurred by the Administrators, their Staff or Paragon Parent, directly or indirectly, including in connection with: (i) (ii) (iii) (iv) any invalidity or defect relating to the Appointment; any actions taken by Paragon Parent and/or the Administrators from the date of the appointment of the Administrators up to the date of the U.K. Sale Transaction, including actions required in connection with the Reorganization and/or the U.K. Sale Transaction; the implementation of the Plan including the execution and implementation of the Reorganization and/or the U.K. Sale Transaction by the Administrators; and the assets and liabilities retained by Paragon Parent (including each of Paragon Parent s direct and indirect subsidiaries) prior to or following the implementation of the Reorganization and/or U.K. Sale Transaction, but does not include any liabilities arising as a result of any gross negligence or fraud by the Administrators. Liquidating Subsidiaries means each subsidiary listed in Schedule 13 (Liquidating Subsidiaries). Operating Fund means the amount of Cash to be distributed to the Administration Account(s) pursuant to Clause 4.1 (UK Administration Reserve) in an amount to be set out in a side letter between the Paragon Parent, Reorganized Paragon and the Administrators. Parties means each the parties to this Agreement from time to time but excluding the Administrators. Plan means the Fifth Joint Chapter 11 Plan of Paragon Parent and its Affiliated Debtors, including all appendices, exhibits, schedules and supplements thereto (including any appendices, 3

112 Case CSS Doc Filed 06/05/17 Page 7 of 45 schedules and supplements to the Plan that are included in the Plan Supplement), all as may be modified from time to time in accordance with the Bankruptcy Code and the terms of the Plan. Reorganization has the meaning given to that term in Clause 6.1 (Reorganization Steps) below. Reorganization Documents means each of the documents that the relevant Parties thereto and the Administrators (each acting reasonably) consider are required to effect the Reorganization Steps. Reorganization Steps means each of the steps required to be taken to effect the Reorganization, as set out in the Steps Paper. Senior Noteholders means a Senior Noteholder, as defined in the Plan. Staff means each of the Administrators and the Administrators firm s officers, directors, employees, agents and representatives. Steps Paper means the final form steps paper prepared by Deloitte LLP setting out the steps that certain of the Parties are required to take to implement the Reorganization and the Restructuring and listing each of the Liquidating Subsidiaries and any other liquidating Paragon Entities. Tax Return means any return required to be made by Paragon Parent and/or Reorganized Paragon (or any subsidiary undertaking thereof) pursuant to Schedule 18 to the Finance Act Termination Date means the date on which this Agreement is terminated with regard to all of the Parties in accordance with Clause 12 (Termination). 1.2 In interpreting this Agreement unless the context otherwise requires: (a) (b) (c) (d) (e) (f) (g) (h) the headings to the clauses are for convenience only and shall not affect the construction of anything in this Agreement; reference to clauses are to be construed as references to the clauses of, and Schedules to this Agreement; references to the singular includes the plural and vice versa and references to any gender includes the other genders; a reference to the Administrators shall be construed as being to the Administrators both jointly and severally acting as agents of Paragon Parent without personal liability and to any person who from time to time is appointed as an administrator in substitution for any administrator or as an additional administrator in conjunction with the Administrators; a reference to including means including, without limitation; references to a party includes such person s successors-in-title; where reference is made to a statutory provision this includes all prior and subsequent enactments, amendments and modifications relating to that provision and any subordinate legislation made under it; and where reference is made to any document or instrument this is a reference to that document or instrument as amended, supplemented, novated, extended or reinstated from time to time. 4

113 Case CSS Doc Filed 06/05/17 Page 8 of 45 2 PARTIES RIGHTS AND OBLIGATIONS 2.1 The obligations of each Party under this Agreement are several. Failure by a Party to perform its obligations under this Agreement shall not affect the obligations of any other Party under this Agreement. No Party is responsible for the obligations of any other Party under this Agreement. 2.2 The rights of each Party under or in connection with this Agreement are separate and independent rights. Each Party may separately and independently enforce its rights under this Agreement. 3 UNDERTAKINGS Until the Termination Date, and at all time subject to Clause 11 (Limitations): 3.1 each Party shall act in good faith and promptly take all actions reasonably necessary to support, facilitate, implement, consummate or otherwise give effect to the Conditions Precedent and the Restructuring in accordance with the Plan, this Agreement and the Steps Paper, including: (a) (b) (c) (d) in respect of the Reorganization Documents to which it is proposed to be a party, negotiating and agreeing such Reorganization Documents in a form consistent in all material respects with the Plan, this Agreement and the Steps Paper, taken as a whole. Each Party acknowledges that Paragon Parent, each Transferred Subsidiary, each other Liquidating Subsidiary and Reorganized Paragon may execute all Reorganization Documents and take all steps to implement the Reorganization Steps, provided that such Reorganization Documents shall be consistent in all material respects with the Plan, the Steps Paper and this Agreement taken as a whole; in respect of the Implementation Documents to which it is proposed to be a party and the subject of which are not in agreed form as of the date of this Agreement, negotiating and agreeing such Implementation Documents in a form consistent in all material respects with the Plan and this Agreement. Each such Party acknowledges that the Plan and this Agreement set out the key terms of the Financial Restructuring and the relevant Parties may together determine the precise terms of the Implementation Documents, provided that the Implementation Documents shall be consistent in all material respects with the Plan and this Agreement taken as a whole; executing and delivering any other document and giving any other notice, confirmation, consent, order, instruction or direction, making any application, filing, registration or announcement or paying any tax, transfer tax or duty or equivalent amount as may be necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Financial Restructuring, provided in each case, it is in a form which is in all material respects consistent with the Plan, this Agreement and the Steps Paper (where applicable) taken as a whole; and preparing for and filing for any legal process or proceedings and any supporting petitions or applications to any court, to support, facilitate, implement consummate or otherwise give effect to the Financial Restructuring; 3.2 each Party shall use all reasonable efforts to obtain, comply with and do all that is necessary to maintain in full force and effect any necessary Authorisation required under any applicable law or regulation of a relevant jurisdiction to: (a) (b) enable it to perform its obligations under the Reorganization Documents and the Implementation Documents; and ensure the legality, validity, enforceability or admissibility in evidence in the relevant jurisdictions of any Reorganization Document or Implementation Document to which it is or will be a party, 5

114 Case CSS Doc Filed 06/05/17 Page 9 of each Party shall not: (a) (b) take, encourage, assist or support (or procure that any other person takes, encourages, assists or supports) any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement, the Plan, the Steps Paper, any Reorganization Document or Implementation Document; or delay, impede or prevent the implementation or consummation of the Financial Restructuring. 4 UK ADMINISTRATION RESERVE 4.1 To the extent not established prior to the date of this Agreement, Paragon Parent shall: (a) (b) open the Administration Account(s), which shall initially be funded by the Debtors with the Operating Fund in accordance with the Confirmation Order; and open the Administration Contingency Account(s), which shall initially be funded by the Debtors with the Contingency Fund in accordance with the Confirmation Order, in each case to be held on trust (the Trust ) by Paragon Parent: (i) firstly, for the benefit of Paragon Parent and the Liquidating Subsidiaries in accordance with Clauses 4.2 to 4.4 below (in priority to Reorganized Paragon s interest under Clause 4.6 below); and (ii) secondly, in relation to any residual amounts, for the benefit of Reorganized Paragon in accordance with Clause 4.6 below. The Administration Accounts(s) and the Administration Contingency Account(s) together constitute the U.K. Administration Reserve as defined in the Plan. 4.2 Paragon Parent may (in its sole discretion) use the Operating Fund and any other amounts in the Administration Account(s), in connection with the costs, fees (including but not limited to the reasonable and proper remuneration of the Administrators), expenses and liabilities of: (a) (b) (c) (d) the Administration, including implementation of the U.K. Sale Transaction and the Plan; the implementation of the Reorganization; managing the winding down of Paragon Parent and the Liquidating Subsidiaries; and each other thing that the Administrators in their sole discretion consider appropriate and in accordance with their duties pursuant to the Insolvency Act Paragon Parent may (in its sole discretion) use the Contingency Fund and any other amounts in the Administration Contingency Accounts(s) to investigate, prepare, pursue, defend, settle, compromise or pay any actual or contingent Liabilities (including to fund the reasonable and proper remuneration of the Administrators and legal fees incurred by the Administrators and/or Paragon Parent in connection with any such Liability), whether such Liability relates to the period prior to or following the Appointment. 4.4 On or as soon as reasonably practicable after Paragon Parent determines that it will draw on the Contingency Fund in accordance with Clause 4.3 above (and in any event prior to making such drawing) Paragon Parent shall give notice to Reorganized Paragon by sending an to such address for Reorganized Paragon as is notified to Paragon Parent from time to time pursuant to Clause 14 (Notices) below), which shall specify: (a) the nature of the Liability and the amount (or an estimate of the amount) of the Liability in reasonable detail; and 6

115 Case CSS Doc Filed 06/05/17 Page 10 of 45 (b) the reasons that Paragon Parent (acting reasonably) consider that it is necessary to draw on the Contingency Fund in connection with such Liability, and upon sending the notice Paragon Parent shall be entitled to draw on the Contingency Fund. 4.5 Following the Effective Date, to the extent that any funds are or become available in Paragon Parent s estate for the purposes outlined in Clauses 4.2 or 4.3 above in relation to Paragon Parent (and not any other Liquidating Subsidiary), Paragon Parent shall draw on such funds prior to drawing on the Operating Fund or the Contingency Fund for such purpose. 4.6 If Paragon Parent, in its capacity as trustee of the Trust, determines that Clauses 4.2 to 4.4 above have been provided for in full, Paragon Parent may at its sole discretion from time to time (but must do so at the latest 125 years from the date of this Agreement, or immediately prior to the date on which any notice is sent in relation to the dissolution of Paragon Parent, if earlier) distribute funds from the Administration Account(s) or/and or the Administration Contingency Account(s) to Reorganized Paragon, as the residuary beneficiary of the Trust. 4.7 Reorganized Paragon acknowledges and agrees that: (a) Paragon Parent is both the trustee and a beneficiary of the Trust; and (b) Paragon Parent may exercise or concur in exercising any powers and discretions given by this Clause 4 (UK Administration Reserve) or by law notwithstanding that it has a direct or other interest in the mode or result of any such exercise. 4.8 From and including the Confirmation Date, the Operating Fund and the Administration Accounts(s) shall be subject to the ongoing jurisdiction of the courts of England and Wales and shall not be subject to the jurisdiction of the Bankruptcy Court. 4.9 From and including the Effective Date, the Contingency Fund and the Administration Contingency Account(s) shall be subject to the ongoing jurisdiction of the courts of England and Wales and shall not be subject to the jurisdiction of the Bankruptcy Court Subject to Clauses 4.2 and 4.3 above, neither the Operating Fund nor the Contingency Fund may be used for the purposes of: (a) making any application under paragraph 75 of Schedule B1 to the Insolvency Act 1986, or any action in connection with the making of such an application; (b) (c) challenging or preparing to challenge the U.K. Sale Transaction or any other action that is contemplated by the Plan; or any distribution from Paragon Parent (whether effected by the Administrators or any liquidators subsequently to Paragon Parent) to creditors or shareholders of Paragon Parent. 5 GROUP RELIEF 5.1 Subject to the provisions of Clauses 5.2 to 5.7 below: (a) Paragon Parent shall, in consideration for: (i) (ii) (iii) the satisfaction or waiver of each of the Conditions Precedent (as set out in Clause 6 (Satisfaction of Conditions Precedent) of this Agreement); the completion of the U.K. Sale Transaction (as set out in Clause 9.2 (U.K. Sale Transaction) of this Agreement and as further set out in the Plan); and the release of certain Allowed Claims and the release and discharge of certain other claims (as set out in Clauses 9.2 (U.K. Sale Transaction) and 9.3 7

116 Case CSS Doc Filed 06/05/17 Page 11 of 45 (Consideration distributed to holders of other Claims) of this Agreement, and as further set out in the Plan), surrender to Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) all Available Losses arising during the Claim Period, and for any Accounting Periods ending on or prior to such Claim Period; and (b) Reorganized Paragon shall procure that Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) shall claim all such Available Losses so surrendered. Notwithstanding the above, Paragon Parent shall not be required to surrender any Available Losses to the extent that such Available Losses are utilized by Paragon Parent, or any subsidiary undertaking thereof, in respect of the Claim Period and/or any Accounting Period ending on or prior to such Claim Period. 5.2 As soon as reasonably practicable after the date of this Agreement, Paragon Parent shall (at the cost of Reorganized Paragon): (a) (b) (c) execute any consents necessary to surrender Group Relief pursuant to Clause 5.1 above to Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) (the Consents ); amend (if necessary) its Tax Return(s) for the relevant Accounting Period(s); and provide a copy of any Consents referred to above to Reorganized Paragon (and/or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate). 5.3 Upon receipt of the Consents, Reorganized Paragon (and/or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) shall (at the cost of Reorganized Paragon) send to HMRC executed letters of claim, together with copies of the Consents and its own Tax Returns (amended if necessary) in respect of the relevant Accounting Periods as required by Schedule 18 to the Finance Act Paragon Parent agrees that any Consent to surrender or surrenders of Available Losses pursuant to this Clause 5 once made shall not be withdrawn. 5.5 If either Paragon Parent or Reorganized Paragon (or any subsidiary undertaking thereof) becomes aware of a request for further information in connection with any Tax Return or amended Tax Return or in connection with any representation or undertaking relevant to a claim for Group Relief, it shall give to the other party written notice of that request. Whichever party last had such information, or the party to which such request most directly relates, shall take such steps as are necessary to enable the other to comply with that request. The party complying with the request shall give the other party reasonable opportunity to comment on any proposed response and shall inform the other party of its compliance with that request and copy to the other party all relevant correspondence. 5.6 No party shall be required to take any action pursuant to this Clause 5 (Group Relief) (including, without limitation, the adoption of any particular accounting practice, procedure or methodology) if that party reasonably considers such action would be unlawful. 5.7 For the avoidance of doubt, any costs associated with any surrender of Available Losses under this Clause 5 (Group Relief), and the preparation of any forms, documentation or Tax Returns (and any amendments thereto) shall be borne by Reorganized Paragon. 8

117 Case CSS Doc Filed 06/05/17 Page 12 of 45 6 SATISFACTION OF CONDITIONS PRECEDENT Each of the conditions set out in Clauses 6.1 (Reorganization Steps) to 6.3 (Implementation Documents) below (the Conditions Precedent ) shall be satisfied as a condition to the occurrence of the Effective Date: 6.1 Reorganization Steps Each of the Reorganization Steps shall be satisfied or waived with the consent of the Parties (such consent not to be unreasonably withheld) and shall, among other things: (a) pay, adjust, continue, settle, reinstate, discharge, eliminate, simplify, rationalize or otherwise manage the intercompany balances as between the Parties such that, among other things, following the Effective Date: (i) (ii) neither Paragon Parent nor any other Liquidating Subsidiary will have any intercompany claim against Reorganized Paragon or any of the Transferred Subsidiaries; and Reorganized Paragon and/or certain Transferred Subsidiaries will retain certain intercompany claim(s) against Paragon Parent and/or certain Liquidating Subsidiaries. Any residual proceeds reasonably available for distribution to creditors of Paragon Parent in the ordinary course of the Administration shall be distributed in accordance with the Insolvency Act 1986 and the Insolvency Rules (England and Wales) 2006, including to Reorganized Paragon and/or certain Transferred Subsidiaries (as applicable) in their capacities as creditors respect of such retained intercompany claims(s); (b) effect the reorganization of the Parties and certain of their respective assets (including rigs, agreements, contracts and any other assets) such that immediately prior to the Effective Date, each of the Transferred Subsidiaries shall be a direct or indirect subsidiary of Reorganized Paragon substantially in the structure set out in Schedule 14 (Structure of Reorganized Paragon group) and on the Effective Date: (i) (ii) the New Equity Interests in Reorganized Paragon shall be distributed in accordance with Clause 9 (Effective Date) below; and each of the Liquidating Subsidiaries shall remain as direct or indirect subsidiaries of Paragon Parent substantially in the structure set out in Schedule 15 (Structure of Paragon Parent and Liquidating Subsidiaries), to be wound down in accordance with section 5.13 (Dissolution of Liquidating Subsidiaries) of the Plan, (c) effect the transfer or distribution of Cash directly or indirectly between the Parties (excluding Reorganized Paragon) pursuant to section 6.2 (Plan Funding) of the Plan, for the relevant Party to make, among other things, the Cash distributions referred to in Clause 9 (Effective Date) below, (together, the Reorganization ). 6.2 Plan Conditions Precedent Each of the conditions precedent set out in section 9.1 (Conditions Precedent to the Effective Date) of the Plan, save for any condition with respect to the U.K. Sale Transaction, has been satisfied or has been waived in accordance with section 9.2 (Waiver of Conditions Precedent) of the Plan. 9

118 Case CSS Doc Filed 06/05/17 Page 13 of Implementation Documents Save with the consent of the Parties (such consent not to be unreasonably withheld), each of the Implementation Documents: (a) (b) have been agreed between the Parties (acting reasonably) and the addressees thereto; and where applicable, are duly signed but not dated and an electronic copy of such Implementation Documents have been delivered to Debtors Counsel in accordance with the authorisations set out in Clause 8 (Authority to Date and Release Implementation Documents), in each case to be held pending release in accordance with Clause 9 (Effective Date) below. 7 NOTICE OF SATISFACTION OF CONDITIONS PRECEDENT Promptly upon each of the Conditions Precedent being satisfied or waived (as applicable), Debtors Counsel will provide written notice to each of the Parties and each of the Parties that the Conditions Precedent have been satisfied and such notice will designate the Effective Date. 8 AUTHORITY TO DATE AND RELEASE IMPLEMENTATION DOCUMENTS Where a signed but undated Implementation Document is provided to the Debtors Counsel pursuant to Clause 6.3(b) (Implementation Documents) and such Implementation Document is required to be dated, the Parties (to the extent that they are parties to such Implementation Document) hereby authorise Debtors Counsel to: (a) (b) date, complete and release such Implementation Document; and serve and accept delivery or service on their behalf of any Implementation Documents (and any other documents, notices or evidence expressly referred to in this Agreement) required to be delivered by or to a Party, subject to and in accordance with the terms of this Agreement, without being required to obtain any further consents or authorisations from any Party or from any other person or entity. 9 EFFECTIVE DATE 9.1 Effective Date The Parties authorize the Debtors Counsel to date and release each Implementation Document on the Effective Date in accordance with Clause 8 (Authority to date and release Implementation Documents) above and each such Implementation Document shall become effective in accordance with its terms. 9.2 U.K. Sale Transaction Pursuant to the Plan and the Implementation Documents, in consideration for the release of certain Allowed Claims, on the Effective Date: (a) (b) Paragon Parent shall comply with sections 5.3 (Authorization, Issuance, and Delivery of New Equity Interests) and 5.13(b) (U.K. Sale Transaction) of the Plan; Reorganized Paragon and each relevant Transferred Subsidiary shall comply with Section 5.4 (Take Back Debt Agreement, New Letter of Credit Agreement and Existing L/C Escrow Agreement(s)) of the Plan; and 10

119 Case CSS Doc Filed 06/05/17 Page 14 of 45 (c) Paragon Parent and each other Debtor shall comply with Section 5.7(b) (Preservation of Rights of Action; Resulting Claim Treatment) of the Plan. 9.3 Consideration distributed to holders of other Claims Pursuant to the Plan and the Implementation Documents and in consideration for the release and discharge of such Claims on and from the Effective Date, Paragon Parent and/or certain Transferred Subsidiaries and/or Liquidating Subsidiaries, in their respective capacities as Disbursing Agent, shall take each of the steps described in section 2.1 (Treatment of Administrative Expense Claims), section 2.2 (Treatment of Fee Claims), section 2.3 (Treatment of Priority Tax Claims), section 4.1 (Class 1: Priority Non-Tax Claims), section 4.2 (Class 2: Other Secured Claims), section 4.3 (Class 3: Secured Lender Claims), section 4.4 (Class 4: Senior Notes Claims) section 4.5 (Class 5: General Unsecured Claims), section 4.6 (Class 6: Intercompany Claims and section 5.17 (Restructuring Expenses) of the Plan together with any other actions or steps contemplated by the Plan in that regard. 10 POST EFFECTIVE DATE 10.1 Following the Effective Date and in accordance with the Plan: (a) (b) Paragon Parent shall co-ordinate the Liquidating Subsidiary Wind-Down in accordance with section 5.13(c) (U.K. Administrators, U.K. Administration, and U.K. Sale Transaction) of the Plan; and any other actions or steps contemplated pursuant to the Plan will be effected in accordance with the terms of the Plan. 11 LIMITATIONS Nothing in this Agreement, the Reorganization Documents, the Steps Paper or the Implementation Documents shall require any Party or the Administrators to (whether by action or omission) breach, or procure the breach of: 11.1 any law or regulation or fiduciary duties; 11.2 any law or regulation or duties applicable to the Administrators, including but not limited to their obligations pursuant to Schedule B1 of the Insolvency Act 1986; and 11.3 any order or direction of any relevant court or governmental body, in each case provided that such breach cannot be avoided or removed by taking steps (acting reasonably), in which case the relevant Party shall not be required to take any such act or omit to take any such act (as applicable). 12 TERMINATION 12.1 Mutual Voluntary Termination This Agreement may be terminated with immediate effect with the consent of each of Paragon Parent, Reorganized Paragon and the Administrators (such consent not to be unreasonably withheld). 11

120 Case CSS Doc Filed 06/05/17 Page 15 of Automatic Termination This Agreement will terminate immediately on the date upon which the Plan becomes null and void pursuant to section 9.3 (Effect of Failure of a Condition) of the Plan Effect of Termination If this Agreement terminates in accordance with this Clause 12 (Termination), the Parties shall immediately be released from all of their undertakings and other obligations under this Agreement, provided that such termination or release: (a) (b) shall not limit or prejudice the rights of each Party against any other Party which have accrued or relate to breaches of the terms of this Agreement at the time of or prior to termination; and shall not limit the effectiveness of Clauses 1 (Interpretation), 2 (Parties Rights and Obligations), 12.3 (Effect of Termination), 13 (Confidentiality and Announcements), 14 (Notices), 15 (Enforcement by Third Parties), 16 (Administrators Liability), 17 (Governing Law) and 18 (General). 13 CONFIDENTIALITY AND ANNOUNCEMENTS 13.1 Subject to Clause 13.2 (Confidentiality and Announcements), the Parties agree to keep confidential and not disclose any confidential information in connection with this Agreement, the Reorganization Documents, the Implementation Documents, the Steps Paper and the Restructuring Any Party may disclose any information that it is otherwise required to be kept confidential under this Clause 13 (Confidentiality and Announcements): (a) (b) (c) (d) (e) (f) to the extent that such information is generally known to the public (not as a result of a breach of any duty of confidentiality); to its professional advisers, directors, employees and officers, provided that the disclosing party procures that the people to whom the information is disclosed comply with the confidentiality undertakings in this Clause 13 (Confidentiality and Announcements); to its auditors; to the extent that disclosure is required by applicable rules, regulations, guidance or law; to the extent disclosure is required or requested by a regulatory body, tax authority, governmental authority or securities exchange; and with the prior written approval of the other Parties The Administrators and Paragon Parent, at a time when it is in administration, may disclose any information that it is otherwise required to be kept confidential under this Clause 13 (Confidentiality and Announcements) to the extent such disclosure is made in the exercise of the statutory duties of the Administrators or to the extent such disclosure is required to comply with current insolvency practice or to enable the Administrators to properly carry out the duties of their office Save for an announcement in the agreed form, no announcement, statement, circulation, or other publicity in connection with this Agreement or its subject matter (unless otherwise permitted by this Agreement) shall be made by or on behalf of the Parties, without the approval of the 12

121 Case CSS Doc Filed 06/05/17 Page 16 of 45 Administrators and Reorganized Paragon (such approval not to be unreasonably withheld or delayed). 14 NOTICES 14.1 Any confirmation or notice given under this Agreement must be in writing in the English language and may be given in person or by hand, post, courier or The contact details of the Parties for all notices under this Agreement are as follows, or such other contact details as the Parties may notify to each other by not less than five Business Days written notice: (a) Paragon Parent Paragon Offshore plc (in administration) c/o Deloitte LLP, Four Brindleyplace, Birmingham, B1 2HZ, United Kingdom Fax: For the Attention of Neville Kahn and David Soden (b) Each Transferred Subsidiary each Liquidating Subsidiary (other than Paragon Parent) that is a Party c/o Paragon Offshore Plc (in administration) c/o Deloitte LLP, Four Brindleyplace, Birmingham, B1 2HZ, United Kingdom nkahn@deloitte.co.uk, dsoden@deloitte.co.uk Fax: For the Attention of Neville Kahn and David Soden (c) Reorganized Paragon c/o Paragon Offshore Plc (in administration) c/o Deloitte LLP, Four Brindleyplace, Birmingham, B1 2HZ, United Kingdom nkahn@deloitte.co.uk, dsoden@deloitte.co.uk Fax: For the Attention of Neville Kahn and David Soden (d) Administrators Neville Kahn and David Soden in their capacity as joint Administrators of Paragon Offshore plc (in administration) c/o Deloitte LLP Athene Place 66 Shoe Lane, London EC4A 3BQ 13

122 Case CSS Doc Filed 06/05/17 Page 17 of Fax: For the Attention of Neville Kahn and David Soden 14.3 Any notice under this Agreement will be deemed to be given as follows: (a) (b) (c) (d) if in person, at the time of delivery; if by inland post, three Business Days after being deposited in the post, postage prepaid in a correctly addressed envelope; if by international priority courier delivery, three days after delivery to such courier; or if by or fax, when received in legible form For the purpose of this Agreement, an notice will be treated as being in writing. 15 ENFORCEMENT BY THIRD PARTIES Unless otherwise expressly provided to the contrary in this Agreement and subject to Clause 16 (Administrators Liability) below, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 16 ADMINISTRATORS LIABILITY 16.1 The Administrators are party to this Agreement in their personal capacities only for the purposes of receiving the benefit of all releases, limitations, exclusions, undertakings, covenants and indemnities in their favour and in favor of Paragon Parent contained in this Agreement, from which the Administrators will continue to benefit notwithstanding the termination of the agency of the Administrators or their discharge from office as Administrators of Paragon Parent Each of the Administrators has entered into this Agreement (and any other Reorganization Document or Implementation Agreement) acting as agents for and on behalf of the Paragon Parent and neither of the Administrators, nor any subsequent liquidator, nor any of their firm, members, partners, directors, officers, employees, advisers, representatives or agents shall incur any personal liability whatever in respect of any of the obligations undertaken by Paragon Parent or in respect of any failure on the part of Paragon Parent to observe, perform or comply with any such obligations; or under or in relation to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Agreement (and any other Reorganization Document or Implementation Document) The exclusion of liability set out in this Clause 16 (Administrators Liability) shall arise and continue notwithstanding the termination of the agency of the Administrators and shall operate as a waiver of any and all claims (including, but not limited to, claims in tort, equity and common law as well as under the laws of contract) Each of the Administrators firm, its members, partners, directors, officers, employees, agents, advisers and representatives shall be entitled to rely on, enforce and enjoy the benefit of this Clause 16 (Administrators Liability) as if they were a party to this Agreement. 17 GOVERNING LAW 17.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with English law. 14

123 Case CSS Doc Filed 06/05/17 Page 18 of The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and/or to settle any dispute which may arise out of or in connection with or in any way relate to this Agreement or the U.K. Sale Transaction and, for such purposes, irrevocably submit to the jurisdiction of the courts of England Each of the Parties irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any suit, action or proceeding and/or any dispute which may arise out of or in connection with or in any way relate to this Agreement or the U.K. Sale Transaction and agrees not to claim that such court is not a convenient or appropriate forum and further irrevocably agrees that a judgment in respect of any such suit, action or proceedings and/or dispute brought in the courts of England shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. 18 GENERAL 18.1 This Agreement may not be modified, amended or supplemented except in writing by each of Paragon, Parent, Reorganized Paragon and the Administrators This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, assigns and transferees Failure by the Parties or the Administrators to require performance of any term or condition of this Agreement shall not prevent the subsequent enforcement of such term or condition nor shall such failure be deemed to be a waiver of any subsequent breach of this Agreement, or any right or remedy granted by this Agreement or by the general law in respect of such breach If any provision of this Agreement is held not to be valid but would be valid if part of the wording were deleted or modified then such provision shall apply with such deletion or modification as may be necessary to make it enforceable The terms of this Agreement represent the entire agreement between the Parties relating to the subject matter of this Agreement and this Agreement supersedes any previous arrangement between the Parties in relation to the matters dealt with in this Agreement This Agreement may be signed in hard copy, by original fax or by pdf copy in any number of counterparts, and by each of the Parties on separate counterparts, each of which so signed and delivered will be an original, but all counterparts will together constitute one and the same Agreement. IN WITNESS hereof this Agreement has been signed on the date first above written. 15

124 Case CSS Doc Filed 06/05/17 Page 19 of 45 SCHEDULE 1 IMPLEMENTATION DOCUMENTS No. Document Schedule 1. Take Back Debt Agreement Draft set out in Schedule 2 2. New Letter of Credit Agreement Draft set out in Schedule 3 3. Existing L/C Escrow Agreement(s) Draft set out in Schedule 4 4. Amended Certificates of Incorporation of the Reorganized Debtors Draft set out in Schedule 5 5. Amended By-Laws of the Reorganized Debtors Draft set out in Schedule 6 6. Amended Certificates of Incorporation of Reorganized Paragon Draft set out in Schedule 7 7. Amended By-Laws of Reorganized Paragon Draft set out in Schedule 8 8. [Shareholders Agreement] Draft set out in Schedule 9 9. Registration Rights Agreement Draft set out in Schedule Litigation Trust Agreement Draft set out in Schedule Schedule of Rejected Contracts and Leases Draft set out in Schedule Contract Assignment Agreement(s) n/a 16

125 Case CSS Doc Filed 06/05/17 Page 20 of 45 SCHEDULE 2 TAKE BACK DEBT AGREEMENT 17

126 Case CSS Doc Filed 06/05/17 Page 21 of 45 SCHEDULE 3 NEW LETTER OF CREDIT AGREEMENT 18

127 Case CSS Doc Filed 06/05/17 Page 22 of 45 SCHEDULE 4 EXISTING L/C ESCROW AGREEMENT(S) 19

128 Case CSS Doc Filed 06/05/17 Page 23 of 45 SCHEDULE 5 AMENDED CERTIFICATES OF INCORPORATION OF THE REORGANIZED DEBTORS 20

129 Case CSS Doc Filed 06/05/17 Page 24 of 45 SCHEDULE 6 AMENDED BY-LAWS OF THE REORGANIZED DEBTORS 21

130 Case CSS Doc Filed 06/05/17 Page 25 of 45 SCHEDULE 7 AMENDED CERTIFICATES OF INCORPORATION OF REORGANIZED PARAGON 22

131 Case CSS Doc Filed 06/05/17 Page 26 of 45 SCHEDULE 8 AMENDED BY-LAWS OF REORGANIZED PARAGON 23

132 Case CSS Doc Filed 06/05/17 Page 27 of 45 SCHEDULE 9 SHAREHOLDERS AGREEMENT 24

133 Case CSS Doc Filed 06/05/17 Page 28 of 45 SCHEDULE 10 REGISTRATION RIGHTS AGREEMENT 25

134 Case CSS Doc Filed 06/05/17 Page 29 of 45 SCHEDULE 11 LITIGATION TRUST AGREEMENT 26

135 Case CSS Doc Filed 06/05/17 Page 30 of 45 SCHEDULE 12 SCHEDULE OF REJECTED CONTRACTS AND LEASES 27

136 Case CSS Doc Filed 06/05/17 Page 31 of 45 SCHEDULE 13 LIQUIDATING SUBSIDIARIES Paragon Offshore Plc (in administration) Paragon Offshore Sterling Ltd Paragon Offshore Drilling AS Paragon Offshore Brasil Investimento E Participacoes Ltda Paragon Offshore Finance Company Paragon Offshore (Canada) Ltd Paragon Offshore AS Paragon Offshore Drilling (Cyprus) Limited Frontier Drilling Nigeria Limited Paragon Offshore USA Inc. Paragon Offshore (Asia) Pte. Ltd Frontier Offshore Exploration India Ltd Paragon Holding SCS 2 Ltd. Paragon FDR Holdings Ltd Paragon International Investment Limited Bawden Drilling Inc. Bawden Drilling International Ltd Paragon Seillean AS Paragon (Seillean) KS Kulluk Arctic Services, Inc. Paragon Asset (ME) Ltd Paragon Offshore (Luxembourg) S.à r.l. Paragon Duchess Ltd Arktik Drilling Limited, Inc. Resolute Insurance Group Ltd Paragon Offshore Drilling do Brasil Ltda 28

137 Case CSS Doc Filed 06/05/17 Page 32 of 45 Paragon Holding NCS 2 S.à r.l. Paragon Leonard Jones LLC Paragon Holding SCS 1 Ltd Paragon Operating (ME) Ltd Paragon Offshore Hungary Kft. PGN Offshore Drilling (Malaysia) Sdn. Bhd. Paragon Offshore (Labuan) Pte. Ltd Paragon Offshore do Brasil Ltda Paragon Offshore Contracting GmbH Paragon Drilling Services 7 LLC Paragon Offshore Leasing (Luxembourg) S.à r.l. Paragon Drilling Nigeria Ltd 29

138 Case CSS Doc Filed 06/05/17 Page 33 of 45 SCHEDULE 14 STRUCTURE OF REORGANIZED PARAGON GROUP Shareholders Reorganized Paragon 1% Paragon International Finance Company Paragon Offshore Global Services Ltd Paragon Offshore Operations Ltd Paragon Offshore Cameroon S.a.r.l. Paragon Asset Company Ltd Paragon (Middle East) Ltd Paragon Offshore (Land Support) Ltd Paragon Asset (UK) Ltd Paragon Offshore Enterprises Ltd Paragon Offshore (North Sea) Ltd Paragon Offshore Drilling LLC New POIL Holdco Paragon Offshore Investment Ltd Prospector Offshore Drilling S.a.r.l. 99% Paragon Offshore Management S. de R.L. de C.V. Paragon Offshore Holdings US Inc. Paragon Offshore Leasing (Switzerland) GmbH Paragon Offshore (Nederland) BV Paragon Offshore International Ltd Other Subsidiaries Other Subsidiaries Paragon Offshore (GOM) Inc. Paragon Offshore Ven C.A. Paragon Drilling Ven C.A. Key: Paragon Offshore Services LLC = non-debtor entity = Chapter 11 Debtor 30

139 Case CSS Doc Filed 06/05/17 Page 34 of 45 Paragon Offshore (Land Support) Ltd Paragon Offshore Investment Ltd Prospector Offshore Drilling S.a.r.l. Paragon Offshore (Gibraltar) Ltd Prospector Rig 1 Owning Company S.a.r.l. Prospector Rig 5 Owning Company S.a.r.l. Prospector Rig 1 Contracting Company S.a.r.l. Prospector Rig 5 Contracting Company S.a.r.l. Prospector Offshore Drilling (Singapore) PTE Ltd Prospector Offshore Drilling (UK) Ltd Prospector Offshore Drilling Limited Prospector Offshore Drilling Rig Construction S.a.r.l. Prospector New Building S.a.r.l. Prospector Finance S.a.r.l. Prospector Rig 6 Owning Company S.a.r.l Prospector Rig 7 Owning Company S.a.r.l Prospector Rig 8 Owning Company S.a.r.l Prospector Finance II SA Prospector Finance Rig 1 S.a.r.l. 31

140 Case CSS Doc Filed 06/05/17 Page 35 of 45 SCHEDULE 15 STRUCTURE OF PARAGON PARENT AND LIQUIDATING SUBSIDIARIES Paragon Offshore plc (in administration) Paragon Offshore Sterling Ltd Paragon Offshore Drilling AS 99% Paragon Offshore Brasil Investimento E Participacoes Ltda 1% Paragon Offshore Finance Company Paragon Offshore (Canada) Ltd Paragon Offshore AS Paragon Offshore Drilling (Cyprus) Ltd Frontier Drilling Nigeria Ltd Paragon Offshore USA Inc. Paragon Offshore (Asia) Pte. Ltd 49% Frontier Offshore Exploration India Ltd Paragon Holding SCS 2 Ltd Paragon FDR Holdings Ltd Paragon International Investment Ltd Bawden Drilling Inc. Bawden Drilling International Ltd Paragon Seillean AS 10% 90% Paragon (Seillean) KS Kulluk Arctic Services Inc. Paragon Asset (ME) Ltd Paragon Offshore (Luxembourg) S.a.r.l Paragon Duchess Ltd 82% Arktik Drilling Ltd Inc. Resolute Insurance Group Ltd Paragon Offshore Drilling do Brasil Ltda Paragon Holding NCS 2 S.a.r.l. Paragon Leonard Jones LLC Paragon Holding SCS 1 Ltd Paragon Operating (ME) Ltd Paragon Offshore Hungary Ltd PGN Offshore Drilling (Malaysia) Sdn. Bhd. Paragon Offshore (Labuan) Pte. Ltd 1% 99% Paragon Offshore do Brasil Ltda Paragon Offshore Contracting GmbH Paragon Drilling Services 7 LLC Paragon Offshore Leasing (Luxembourg) S.a.r.l. 99.5% 0.5% Paragon Drilling Nigeria Ltd Key: = non-debtor entity = Chapter 11 Debtor 32

141 Case CSS Doc Filed 06/05/17 Page 36 of 45 PARAGON OFFSHORE PLC (IN ADMINISTRATION) SIGNED for and on behalf of PARAGON OFFSHORE PLC (IN ADMINISTRATION) acting by [David Soden][Neville Kahn], one of the Administrators, acting as its agent and without personal liability JOINT ADMINISTRATORS SIGNED by [David Soden][Neville Kahn] in his capacity as one of the ADMINISTRATORS on behalf of each of them (without personal liability and solely for the benefit of the provisions of this Agreement in their favour) 33

142 Case CSS Doc Filed 06/05/17 Page 37 of 45 TRANSFERRED SUBSIDIARIES SIGNED by authorized for Frontier Drilling Services Ltda. SIGNED by authorized for Paragon (Middle East) Limited SIGNED by authorized for Paragon Asset (U.K.) Ltd. SIGNED by authorized for Paragon Asset Company Limited SIGNED by authorized for Paragon Drilling de Ven, C.A. SIGNED by authorized for Paragon International Finance Company SIGNED by authorized for Paragon Offshore (GOM) Inc. SIGNED by authorized for Paragon Offshore (Land Support) Limited SIGNED by authorized for Paragon Offshore (Nederland) B.V. SIGNED by authorized for Paragon Offshore (North Sea) Ltd. 34

143 Case CSS Doc Filed 06/05/17 Page 38 of 45 SIGNED by authorized for Paragon Offshore Drilling LLC SIGNED by authorized for Paragon Offshore Enterprises Ltd. SIGNED by authorized for Paragon Offshore Holdings US Inc. SIGNED by authorized for Paragon Offshore International Ltd. SIGNED by authorized for Paragon Offshore Leasing (Switzerland) GmbH SIGNED by authorized for Paragon Offshore Management Services, S. de R.L. de C.V. SIGNED by authorized for Paragon Offshore Services LLC SIGNED by authorized for Paragon Offshore Ven, C.A. SIGNED by authorized for Prospector Finance II S.A. SIGNED by authorized for Prospector Finance S.à.r.l. SIGNED by authorized for Prospector New Building S.à.r.l. 35

144 Case CSS Doc Filed 06/05/17 Page 39 of 45 SIGNED by authorized for Prospector Offshore Drilling (Singapore) PTE. LTD. SIGNED by authorized for Prospector Offshore Drilling (UK) Ltd. SIGNED by authorized for Prospector Offshore Drilling Limited SIGNED by authorized for Prospector Offshore Drilling Rig Construction S.à.r.l. SIGNED by authorized for Prospector Offshore Drilling S.à.r.l. SIGNED by authorized for Prospector Rig 1 Contracting Company S.à.r.l. SIGNED by authorized for Prospector Rig 1 Owning Company S.à.r.l. SIGNED by authorized for Prospector Finance Rig 1 S.à.r.l. SIGNED by authorized for Prospector Rig 5 Contracting Company S.à.r.l. SIGNED by authorized for Prospector Rig 5 Owning Company S.à.r.l. SIGNED by authorized for Prospector Rig 6 Owning Company S.à.r.l. 36

145 Case CSS Doc Filed 06/05/17 Page 40 of 45 SIGNED by authorized for Prospector Rig 7 Owning Company S.à.r.l. SIGNED by authorized for Prospector Rig 8 Owning Company S.à.r.l. SIGNED by authorized for Prospector Support Services, Inc. SIGNED by authorized for Paragon Offshore (Gibraltar) Limited SIGNED by authorized for Paragon Offshore Investment Limited SIGNED by authorized for Prospector Finance II S.A., Luxembourg (Baar Branch) SIGNED by authorized for Prospector Finance Rig 1 S.à r.l., Luxembourg (Baar Branch) SIGNED by authorized for Prospector Finance S.à r.l., Luxembourg (Baar Branch) 37

146 Case CSS Doc Filed 06/05/17 Page 41 of 45 LIQUIDATING SUBSIDIARIES SIGNED by authorized for Arktik Drilling Limited, Inc. SIGNED by authorized for Bawden Drilling Inc. SIGNED by authorized for Bawden Drilling International Ltd. SIGNED by authorized for Paragon Offshore Hungary Kft SIGNED by authorized for Paragon Offshore Drilling do Brasil Ltda. SIGNED by authorized for Frontier Drilling Nigeria Limited SIGNED by authorized for Kulluk Arctic Services, Inc. SIGNED by authorized for Paragon Drilling Nigeria Limited SIGNED by authorized for Paragon (Seillean) KS SIGNED by authorized for Paragon Asset (M.E.) Ltd. 38

147 Case CSS Doc Filed 06/05/17 Page 42 of 45 SIGNED by authorized for Paragon Drilling Services 7 LLC SIGNED by authorized for Paragon Duchess Ltd. SIGNED by authorized for Paragon FDR Holdings Ltd. SIGNED by authorized for Paragon Holding NCS 2 S.à r.l. SIGNED by authorized for Paragon Holding SCS 1 Ltd. SIGNED by authorized for Paragon Holding SCS 2 Ltd. SIGNED by authorized for Paragon Leonard Jones LLC SIGNED by authorized for Paragon Offshore (Asia) Pte Ltd SIGNED by authorized for Paragon Offshore (Canada) Ltd. SIGNED by authorized for Paragon Offshore (Labuan) Pte. Ltd. SIGNED by authorized for Paragon Offshore (Luxembourg) S.à r.l. 39

148 Case CSS Doc Filed 06/05/17 Page 43 of 45 SIGNED by authorized for Paragon Offshore AS SIGNED by authorized for Paragon Offshore Brasil Investimentos Participasões Ltda. SIGNED by authorized for Paragon Offshore Contracting GmbH SIGNED by authorized for Paragon Offshore do Brasil Ltda. SIGNED by authorized for Paragon Offshore Drilling (Cyprus) Limited SIGNED by authorized for Paragon Offshore Drilling AS SIGNED by authorized for Paragon Offshore Finance Company SIGNED by authorized for Paragon Offshore Leasing (Luxembourg) S.à r.l. SIGNED by authorized for Paragon Offshore Sterling Ltd. SIGNED by authorized for Paragon Offshore USA Inc. SIGNED by authorized for Paragon Operating (M.E.) Ltd. 40

149 Case CSS Doc Filed 06/05/17 Page 44 of 45 SIGNED by authorized for Paragon Seillean AS SIGNED by authorized for Resolute Insurance Group Ltd. SIGNED by authorized for Paragon International Investment Limited 41

150 Case CSS Doc Filed 06/05/17 Page 45 of 45 [REORGANIZED PARAGON] SIGNED for and on behalf of [REORGANIZED PARAGON] acting by [ ] 42

151 Case CSS Doc Filed 06/05/17 Page 1 of 53 Exhibit C-2 Form of U.K. Implementation Agreement Redline RLF V.1

152 Case CSS Doc Filed 06/05/17 Page 2 of 53 Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY main tel main fax weil.com WGM Draft 19 May05 June 17 [Execution Date] 2017 U.K. IMPLEMENTATION AGREEMENT pursuant to the Fifth Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors between PARAGON OFFSHORE PLC (in administration) and THE OPERATINGCERTAIN TRANSFERRED SUBSIDIARIES and CERTAIN LIQUIDATING SUBSIDIARIES and [REORGANIZED PARAGON] and NEVILLE KAHN AND DAVID SODEN as joint administrators of Paragon Offshore plc WEIL:\ \2\ WEIL:\ \21\ i

153 Case CSS Doc Filed 06/05/17 Page 3 of 53 TABLE OF CONTENTS PAGE 1 INTERPRETATION 1 2 PARTIES RIGHTS AND OBLIGATIONS 35 3 UNDERTAKINGS 35 4 [UK ADMINISTRATION RESERVED TO FOLLOW] 46 5 GROUP RELIEF 7 56 SATISFACTION OF CONDITIONS PRECEDENT NOTICE OF SATISFACTION OF CONDITIONS PRECEDENT AUTHORITY TO DATE AND RELEASE IMPLEMENTATION DOCUMENTS EFFECTIVE DATE 6 9 POST EFFECTIVE DATE POST EFFECTIVE DATE LIMITATIONS TERMINATION CONFIDENTIALITY AND ANNOUNCEMENTS NOTICES ENFORCEMENT BY THIRD PARTIES ADMINISTRATORS LIABILITY GOVERNING LAW GENERAL 1015 SCHEDULE 1 IMPLEMENTATION DOCUMENTS 1116 SCHEDULE 2 TAKE BACK DEBT AGREEMENT 1217 SCHEDULE 3 NEW LETTER OF CREDIT AGREEMENT 1318 SCHEDULE 4 EXISTING L/C ESCROW AGREEMENT(S) 1419 SCHEDULE 5 AMENDED CERTIFICATES OF INCORPORATION OF THE REORGANIZED DEBTORS 1520 SCHEDULE 6 AMENDED BY-LAWS OF THE REORGANIZED DEBTORS 1621 SCHEDULE 7 AMENDED CERTIFICATES OF INCORPORATION OF REORGANIZED PARAGON 1722 SCHEDULE 8 AMENDED BY-LAWS OF REORGANIZED PARAGON 1823 SCHEDULE 9 SHAREHOLDERS AGREEMENT 1924 SCHEDULE 10 REGISTRATION RIGHTS AGREEMENT 2025 SCHEDULE 11 LITIGATION TRUST AGREEMENT 2126 SCHEDULE 12 SCHEDULE OF REJECTED CONTRACTS AND LEASES 2227 SCHEDULE 13 CONTRACT ASSIGNMENT AGREEMENT(S) 23 SCHEDULE 1413 LIQUIDATINGng SUBSIDIARIES 2428 SCHEDULE 1514 STRUCTURE OF REORGANIZED PARAGON GROUP 2530 WEIL:\ \21\ i

154 Case CSS Doc Filed 06/05/17 Page 4 of 53 SCHEDULE 1615 STtRUCTURE OF PARAGON PARENTt AND LIQUIDATINGtiNG SUBSIDIARIES 2632 WEIL:\ \21\ ii

155 Case CSS Doc Filed 06/05/17 Page 5 of 53 THIS AGREEMENT is made on [ ] 2017 between the following parties (1) (2) (3) (4) (5) PARAGON OFFSHORE PLC (IN ADMINISTRATION), a company incorporated in England and Wales with registered number , whose registered office is at Bedford Row, London, WC1R 4JSc/o Deloitte LLP, Four Brindleyplace, Birmingham, B1 2HZ, United Kingdom ( Paragon Parent ); Each entity executing this Agreement as an OPERATINGa TRANSFERRED SUBSIDIARY; Each entity executing this Agreement as a LIQUIDATING SUBSIDIARY; (3) [REORGANIZED PARAGON], a company incorporated in Cayman with registered number [ ], whose registered office is at [ ] ( Reorganized Paragon ); and (4) NEVILLE KAHN and DAVID SODEN in their capacity as joint administrators of Paragon Parent, each of Deloitte LLP, Athene Place, 66 Shoe Lane, London EC4A 3BQ (the Administrators ) (each acting as agent of Paragon Parent and without personal liability). RECITALS (A) (B) (C) (D) (E) Paragon Parent and each of the other Debtors are subject to reorganiszation under chapter 11 of title 11 of the United States Code (the Chapter 11 Proceeding ). On [] June 2017, an order confirming the fifth joint chapter 11 plan in relation to the corporate and financial restructuring of Paragon Parent and each of the other Debtors (the Financial Restructuring ) was entered by the United States Bankruptcy Court in the Chapter 11 Proceeding. The Financial Restructuring will be implemented pursuant to the U.K. Sale Transaction in accordance with the terms of the Plan, the Reorganization Documents and the Implementation Documents (in each case, as defined below). The Administrators were appointed to Paragon Parent on [ ]23 May 2017 pursuant to an order of the Companies Court of the High Court of Justice of England and Wales (the Appointment ) to, among other things, implement the U.K. Sale Transaction. The Parties have agreed to enter into this Agreement to set out each of the steps and actions required to effect the Financial Restructuring (including the U.K. Sale Transaction), in accordance with the Plan. This Agreement is the U.K. Implementation Agreement, as defined in the Plan. THE PARTIES, in consideration for the mutual undertakings provided by each of the other Parties hereto, AGREE as follows INTERPRETATION Capitalised terms shall, unless the contrary is indicated, have the meaning given to them in the Plan. In addition, the following expressions have the following meanings: Accounting Period means an accounting period within the meaning of Chapter 2 of Corporation Tax Act Administration means the administration of Paragon Parent pursuant to Schedule B1 of the Insolvency Act WEIL:\ \21\

156 Case CSS Doc Filed 06/05/17 Page 6 of 53 Administration Account(s) means one or more accounts, which shall bear interest if available on commercially reasonable terms at the relevant time, in the name of Paragon Parent and controlled solely by the Administrators. Administration Contingency Account(s) means one or more accounts, which shall bear interest if available on commercially reasonable terms at the relevant time, in the name of Paragon Parent and controlled solely by the Administrators. Agreement means this agreement including any schedules and any attachments hereto. Appointment has the meaning given to that term in Recital (C). Authorisation means any authorisation, consent, approval, resolution, licence, exemption, filing notification, notarisation or registration. Available Losses means the aggregate of the amounts described in section 99 of Corporation Tax Act 2010 that in the relevant Accounting Period and Claim Period are eligible for surrender by Paragon Parent under the provisions of Part 5 of Corporation Tax Act 2010, to the extent that the Administrators are satisfied that such amounts are either: (a) not available to; or (b) not likely to be required by, Paragon Parent for its own account or to transfer to any Liquidating Subsidiary to offset or reduce the taxable income of Paragon Parent or such Liquidating Subsidiary. Business Day means any day (other than a Saturday or Sunday) on which banks are open in London, Houston and Cayman for normal banking business. Claim means any claim, in law, in equity or otherwise and whatsoever nature: (a) (b) (c) Claim meansincluding any pending, contingent, threatened or actual claim, action, proceeding, investigation, litigation, demand, compulsory process or, other notice. or damages of any kind which may be alleged, brought or made in any jurisdiction; whether voluntary or for cause, of any contractual obligation or for any failure of a person to perform any contractual, legal or regulatory obligation or otherwise; and/or for, among other things, the enforcement of any right to, or any liability in respect of a right to: (i) (ii) (iii) seek or enforce any judgment; exercise any remedy (for damages or otherwise), indemnity or contribution, whether for losses (including consequential loss, economic loss, loss of bargain, loss of value, or other losses), costs and expenses of any nature; and apply any set-off, netting, withholding, combination of accounts or retention of similar rights in respect of any claim or liability whatsoever. Claim Period means the portion of the Accounting Period of Paragon Parent that commences before the date of this Agreement and that ends on the date of the Confirmation Order, or, if later, the time at which the group condition (as such term is utilized within Part 5 of the Corporation Tax Act 2010) ceases to apply as between Paragon Parent and Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate). Conditions Precedent has the meaning given to it in Clause 5 6 (Satisfaction of Conditions Precedent). WEIL:\ \21\

157 Case CSS Doc Filed 06/05/17 Page 7 of 53 Contingency Fund means the amount of Cash to be distributed to the Administration Contingency Account(s) pursuant to Clause 4.2 (UK Administration Reserve) in an amount to be set out in a side letter between Paragon Parent, Reorganized Paragon and the Administrators. Contract Assignment Agreement(s) means the documents, deeds, instruments of transfer, agreements, notices, resolutions, consents and undertakings required to effect the transfer of certain contracts and unexpired leases from certain of the Liquidating Subsidiaries to Reorganized Paragon and/or the Transferringed Subsidiaries. Completion Date has the meaning given to it in Clause 5 6 (Satisfaction of Conditions Precedent). Debtors Counsel means Weil, Gotshal & Manges, LLP. Financial Restructuring has the meaning given to that term in Recital (A). Group Relief means relief which can be surrendered or claimed pursuant to the provisions of Part 5 of Corporation Tax Act Implementation Documents means, in all material respects, each of the documents, deeds, instruments of transfer, agreements, notices, resolutions, consents and undertakings required to implement the U.K. Sale Transaction and the Financial Restructuring, including: (d) (e) (a) those listed in Schedule 1 (Implementation Document Index); and/or (b) such other documents, deeds, instruments of transfer agreements, notices, resolutions, consents and undertakings as shall be considered to be reasonably necessary by the relevant Parties thereto and the Administrators (each acting reasonably). Liability means any loss, Claim, judgment and any fee, cost, charge, penalty, interest, disbursement (including any legal fees and disbursements and taxes) of whatsoever nature and whether arising before or after the execution of this Agreement and/or before or after the Appointment and due from or incurred by the Administrators, their Staff or Paragon Parent, directly or indirectly, including in connection with: (i) (ii) (iii) (iv) any invalidity or defect relating to the Appointment; any actions taken by Paragon Parent and/or the Administrators from the date of the appointment of the Administrators up to the date of the U.K. Sale Transaction, including actions required in connection with the Reorganization and/or the U.K. Sale Transaction; the implementation of the Plan including the execution and implementation of the Reorganization and/or the U.K. Sale Transaction by the Administrators; and the assets and liabilities retained by Paragon Parent (including each of Paragon Parent s direct and indirect subsidiaries) prior to or following the implementation of the Reorganization and/or U.K. Sale Transaction, but does not include any liabilities arising as a result of any gross negligence or fraud by the Administrators. Liquidating Subsidiaries means each entitysubsidiary listed in Schedule 1413 (Liquidating Subsidiaries). Operating Subsidiary means each Paragon Entity other than Paragon Parent. WEIL:\ \21\

158 Case CSS Doc Filed 06/05/17 Page 8 of 53 Operating Fund means the amount of Cash to be distributed to the Administration Account(s) pursuant to Clause 4.1 (UK Administration Reserve) in an amount to be set out in a side letter between the Paragon Parent, Reorganized Paragon and the Administrators. Parties means each the parties to this Agreement from time to time but excluding the Administrators. Plan means the Fifth Joint Chapter 11 Plan of Paragon Parent and its Affiliated Debtors, including all appendices, exhibits, schedules and supplements thereto (including any appendices, schedules and supplements to the Plan that are included in the Plan Supplement), all as may be modified from time to time in accordance with the Bankruptcy Code and the terms of the Plan. Reorganization has the meaning given to that term in Clause (Reorganization Steps) below. Reorganization Documents means each of the documents that the relevant Parties thereto and the Administrators (each acting reasonably) consider are required to effect the Reorganization Steps. Reorganization Steps means each of the steps required to be taken to effect the Reorganization, as set out in the Steps Paper. Senior Noteholders means a Senior Noteholder, as defined in the Plan. Staff means each of the Administrators and the Administrators firm s officers, directors, employees, agents and representatives. Steps Paper means the final form steps paper prepared by Deloitte LLP setting out the steps that certain of the Parties are required to take to implement the Corporate Reorganization and the Restructuring and listing each of the Liquidating Subsidiaries and any other liquidating Paragon Entities. Tax Return means any return required to be made by Paragon Parent and/or Reorganized Paragon (or any subsidiary undertaking thereof) pursuant to Schedule 18 to the Finance Act Termination Date means the date on which this Agreement is terminated with regard to all of the Parties in accordance with Clause (Termination). 1.2 In interpreting this Agreement unless the context otherwise requires: (a) (b) (c) (d) the headings to the clauses are for convenience only and shall not affect the construction of anything in this Agreement; reference to clauses are to be construed as references to the clauses of, and Schedules to this Agreement; references to the singular includes the plural and vice versa and references to any gender includes the other genders; a reference to the Administrators shall be construed as being to the Administrators both jointly and severally acting as agents of Paragon Parent without personal liability and to any person who from time to time is appointed as an administrator in substitution for any administrator or as an additional administrator in conjunction with the Administrators; WEIL:\ \21\

159 Case CSS Doc Filed 06/05/17 Page 9 of 53 (e) (f) (g) (h) a reference to including means including, without limitation; references to a party includes such person s successors-in-title; and where reference is made to a statutory provision this includes all prior and subsequent enactments, amendments and modifications relating to that provision and any subordinate legislation made under it.; and where reference is made to any document or instrument this is a reference to that document or instrument as amended, supplemented, novated, extended or reinstated from time to time PARTIES RIGHTS AND OBLIGATIONS The obligations of each Party under this Agreement are several. Failure by a Party to perform its obligations under this Agreement shall not affect the obligations of any other Party under this Agreement. No Party is responsible for the obligations of any other Party under this Agreement. The rights of each Party under or in connection with this Agreement are separate and independent rights. Each Party may separately and independently enforce its rights under this Agreement. UNDERTAKINGS Until the Termination Date, and at all time subject to Clause (Limitations): 3.1 each Party shall act in good faith and promptly take all actions reasonably necessary to support, facilitate, implement, consummate or otherwise give effect to the Conditions Precedent and the Restructuring in accordance with the Plan, this Agreement and the Steps Paper, including: (a) (b) (c) in respect of the Reorganization Documents to which it is proposed to be a party, negotiating and agreeing such Reorganization Documents in a form consistent in all material respects with the Plan, this Agreement and the Steps Paper, taken as a whole. Each Party acknowledges that Paragon Parent, each OperatingTransferred Subsidiary, each other Liquidating Subsidiary and Reorganized Paragon may execute all Reorganization Documents and take all steps to implement the Reorganization Steps, provided that such Reorganization Documents shall be consistent in all material respects with the Plan, the Steps Paper and this Agreement taken as a whole; in respect of the Implementation Documents to which it is proposed to be a party and the subject of which are not in agreed form as of the date of this Agreement, negotiating and agreeing such Implementation Documents in a form consistent in all material respects with the Plan and this Agreement. Each such Party acknowledges that the Plan and this Agreement set out the key terms of the Financial Restructuring and the relevant Parties may together determine the precise terms of the Implementation Documents, provided that the Implementation Documents shall be consistent in all material respects with the Plan and this Agreement taken as a whole; executing and delivering any other document and giving any other notice, confirmation, consent, order, instruction or direction, making any application, filing, registration or announcement or paying any tax, transfer tax or duty or equivalent amount as may be necessary or desirable to support, facilitate, implement, consummate or otherwise give effect to the Financial Restructuring, provided in each case, it is in a form which is in all material respects consistent with the Plan, this Agreement and the Steps Paper (where applicable) taken as a whole; and WEIL:\ \21\

160 Case CSS Doc Filed 06/05/17 Page 10 of 53 (d) preparing for and filing for any legal process or proceedings and any supporting petitions or applications to any court, to support, facilitate, implement consummate or otherwise give effect to the Financial Restructuring; 3.2 each Party shall use all reasonable efforts to obtain, comply with and do all that is necessary to maintain in full force and effect any necessary Authorisation required under any applicable law or regulation of a relevant jurisdiction to: (a) (b) enable it to perform its obligations under the Reorganization Documents and the Implementation Documents; and ensure the legality, validity, enforceability or admissibility in evidence in the relevant jurisdictions of any Reorganization Document or Implementation Document to which it is or will be a party, 3.3 each Party shall not: (a) (b) take, encourage, assist or support (or procure that any other person takes, encourages, assists or supports) any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement, the Plan, the Steps Paper, any Reorganization Document or Implementation Document; or delay, impede or prevent the implementation or consummation of the Financial Restructuring. 4 [RESERVED TO FOLLOW] UK ADMINISTRATION RESERVE To the extent not established prior to the date of this Agreement, Paragon Parent shall: (a) (b) open the Administration Account(s), which shall initially be funded by the Debtors with the Operating Fund in accordance with the Confirmation Order; and open the Administration Contingency Account(s), which shall initially be funded by the Debtors with the Contingency Fund in accordance with the Confirmation Order, in each case to be held on trust (the Trust ) by Paragon Parent: (i) firstly, for the benefit of Paragon Parent and the Liquidating Subsidiaries in accordance with Clauses 4.2 to 4.4 below (in priority to Reorganized Paragon s interest under Clause 4.6 below); and (ii) secondly, in relation to any residual amounts, for the benefit of Reorganized Paragon in accordance with Clause 4.6 below. The Administration Accounts(s) and the Administration Contingency Account(s) together constitute the U.K. Administration Reserve as defined in the Plan. 4.2 Paragon Parent may (in its sole discretion) use the Operating Fund and any other amounts in the Administration Account(s), in connection with the costs, fees (including but not limited to the reasonable and proper remuneration of the Administrators), expenses and liabilities of: (a) (b) (c) (d) the Administration, including implementation of the U.K. Sale Transaction and the Plan; the implementation of the Reorganization; managing the winding down of Paragon Parent and the Liquidating Subsidiaries; and each other thing that the Administrators in their sole discretion consider appropriate and in accordance with their duties pursuant to the Insolvency Act WEIL:\ \21\

161 Case CSS Doc Filed 06/05/17 Page 11 of Paragon Parent may (in its sole discretion) use the Contingency Fund and any other amounts in the Administration Contingency Accounts(s) to investigate, prepare, pursue, defend, settle, compromise or pay any actual or contingent Liabilities (including to fund the reasonable and proper remuneration of the Administrators and legal fees incurred by the Administrators and/or Paragon Parent in connection with any such Liability), whether such Liability relates to the period prior to or following the Appointment. On or as soon as reasonably practicable after Paragon Parent determines that it will draw on the Contingency Fund in accordance with Clause 4.3 above (and in any event prior to making such drawing) Paragon Parent shall give notice to Reorganized Paragon by sending an to such address for Reorganized Paragon as is notified to Paragon Parent from time to time pursuant to Clause 14 (Notices) below), which shall specify: (a) (b) the nature of the Liability and the amount (or an estimate of the amount) of the Liability in reasonable detail; and the reasons that Paragon Parent (acting reasonably) consider that it is necessary to draw on the Contingency Fund in connection with such Liability, and upon sending the notice Paragon Parent shall be entitled to draw on the Contingency Fund Following the Effective Date, to the extent that any funds are or become available in Paragon Parent s estate for the purposes outlined in Clauses 4.2 or 4.3 above in relation to Paragon Parent (and not any other Liquidating Subsidiary), Paragon Parent shall draw on such funds prior to drawing on the Operating Fund or the Contingency Fund for such purpose. If Paragon Parent, in its capacity as trustee of the Trust, determines that Clauses 4.2 to 4.4 above have been provided for in full, Paragon Parent may at its sole discretion from time to time (but must do so at the latest 125 years from the date of this Agreement, or immediately prior to the date on which any notice is sent in relation to the dissolution of Paragon Parent, if earlier) distribute funds from the Administration Account(s) or/and or the Administration Contingency Account(s) to Reorganized Paragon, as the residuary beneficiary of the Trust. Reorganized Paragon acknowledges and agrees that: (a) Paragon Parent is both the trustee and a beneficiary of the Trust; and (b) Paragon Parent may exercise or concur in exercising any powers and discretions given by this Clause 4 (UK Administration Reserve) or by law notwithstanding that it has a direct or other interest in the mode or result of any such exercise. From and including the Confirmation Date, the Operating Fund and the Administration Accounts(s) shall be subject to the ongoing jurisdiction of the courts of England and Wales and shall not be subject to the jurisdiction of the Bankruptcy Court. From and including the Effective Date, the Contingency Fund and the Administration Contingency Account(s) shall be subject to the ongoing jurisdiction of the courts of England and Wales and shall not be subject to the jurisdiction of the Bankruptcy Court. Subject to Clauses 4.2 and 4.3 above, neither the Operating Fund nor the Contingency Fund may be used for the purposes of: (a) (b) making any application under paragraph 75 of Schedule B1 to the Insolvency Act 1986, or any action in connection with the making of such an application; challenging or preparing to challenge the U.K. Sale Transaction or any other action that is contemplated by the Plan; or WEIL:\ \21\

162 Case CSS Doc Filed 06/05/17 Page 12 of 53 (c) any distribution from Paragon Parent (whether effected by the Administrators or any liquidators subsequently to Paragon Parent) to creditors or shareholders of Paragon Parent GROUP RELIEF Subject to the provisions of Clauses 5.2 to 5.7 below: (a) Paragon Parent shall, in consideration for: (i) (ii) (iii) the satisfaction or waiver of each of the Conditions Precedent (as set out in Clause 6 (Satisfaction of Conditions Precedent) of this Agreement); the completion of the U.K. Sale Transaction (as set out in Clause 9.2 (U.K. Sale Transaction) of this Agreement and as further set out in the Plan); and the release of certain Allowed Claims and the release and discharge of certain other claims (as set out in Clauses 9.2 (U.K. Sale Transaction) and 9.3 (Consideration distributed to holders of other Claims) of this Agreement, and as further set out in the Plan), surrender to Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) all Available Losses arising during the Claim Period, and for any Accounting Periods ending on or prior to such Claim Period; and (b) Reorganized Paragon shall procure that Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) shall claim all such Available Losses so surrendered. Notwithstanding the above, Paragon Parent shall not be required to surrender any Available Losses to the extent that such Available Losses are utilized by Paragon Parent, or any subsidiary undertaking thereof, in respect of the Claim Period and/or any Accounting Period ending on or prior to such Claim Period. 5.2 As soon as reasonably practicable after the date of this Agreement, Paragon Parent shall (at the cost of Reorganized Paragon): (a) (b) (c) execute any consents necessary to surrender Group Relief pursuant to Clause 5.1 above to Reorganized Paragon (or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) (the Consents ); amend (if necessary) its Tax Return(s) for the relevant Accounting Period(s); and provide a copy of any Consents referred to above to Reorganized Paragon (and/or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) Upon receipt of the Consents, Reorganized Paragon (and/or such other subsidiary undertaking of Reorganized Paragon as Reorganized Paragon shall nominate) shall (at the cost of Reorganized Paragon) send to HMRC executed letters of claim, together with copies of the Consents and its own Tax Returns (amended if necessary) in respect of the relevant Accounting Periods as required by Schedule 18 to the Finance Act Paragon Parent agrees that any Consent to surrender or surrenders of Available Losses pursuant to this Clause 5 once made shall not be withdrawn. WEIL:\ \21\

163 Case CSS Doc Filed 06/05/17 Page 13 of If either Paragon Parent or Reorganized Paragon (or any subsidiary undertaking thereof) becomes aware of a request for further information in connection with any Tax Return or amended Tax Return or in connection with any representation or undertaking relevant to a claim for Group Relief, it shall give to the other party written notice of that request. Whichever party last had such information, or the party to which such request most directly relates, shall take such steps as are necessary to enable the other to comply with that request. The party complying with the request shall give the other party reasonable opportunity to comment on any proposed response and shall inform the other party of its compliance with that request and copy to the other party all relevant correspondence. No party shall be required to take any action pursuant to this Clause 5 (Group Relief) (including, without limitation, the adoption of any particular accounting practice, procedure or methodology) if that party reasonably considers such action would be unlawful. For the avoidance of doubt, any costs associated with any surrender of Available Losses under this Clause 5 (Group Relief), and the preparation of any forms, documentation or Tax Returns (and any amendments thereto) shall be borne by Reorganized Paragon. 5 SATISFACTION OF CONDITIONS PRECEDENT Prior to the Effective Date, eeach of the conditions set out in Clauses (Reorganization Steps) to (Implementation Documents) below (the Conditions Precedent ) shall have beenbe satisfied as a condition to the occurrence of the Effective Date: Reorganization Steps Each of the Reorganization Steps shall be satisfied or waived with the reasonable consent of the Parties (such consent not to be unreasonably withheld) and shall, among other things: (a) pay, adjust, continue, settle, reinstate, discharge, eliminate, simplify and, rationalize or otherwise manage the intercompany balances as between Paragon Parent and each of the Operating Subsidiariesthe Parties such that, among other things, following the Effective Date: (i) (ii) neither Paragon Parent nor any other Liquidating Subsidiary will have any intercompany claim against Reorganized Paragon or any of the Transferringed Subsidiaries; and Reorganized Paragon and/or certain Transferringed Subsidiaries will retain certain intercompany claim(s) against Paragon Parent and/or certain Liquidating Subsidiaries;. Any residual proceeds reasonably available for distribution to creditors of Paragon Parent in the ordinary course of the Administration shall be distributed in accordance with the Insolvency Act 1986 and the Insolvency Rules (England and Wales) 2006, including to Reorganized Paragon and/or certain Transferred Subsidiaries (as applicable) in their capacities as creditors respect of such retained intercompany claims(s); (b) effect the reorganization of Paragon Parent and the Operating Subsidiariesthe Parties and certain of their respective assets (including rigs, agreements, contracts and any other assets) such that immediately prior to the Effective Date, each of the Transferringed Subsidiaries shall be a direct or indirect subsidiary of Reorganized Paragon substantially in the structure set out in Schedule 14 (Structure of Reorganized Paragon group) and on the Effective Date: (i) the New Equity Interests in Reorganized Paragon shall be distributed in accordance with Clause 8 9 (Effective Date) below and the Reorganized WEIL:\ \21\

164 Case CSS Doc Filed 06/05/17 Page 14 of 53 Paragon group shall be substantially in the structure set out in Schedule 15 (Structure of Reorganized Paragon group); and (ii) each of the Liquidating Subsidiaries shall remain as direct or indirect subsidiaries of Paragon Parent substantially in the structure set out in Schedule 1615 (Structure of Paragon Parent and Liquidating Subsidiaries), to be wound down in accordance with section 5.13 (Dissolution of Liquidating Subsidiaries) of the Plan, (c) effect the transfer or distribution of Cash directly or indirectly between the Parties (excluding Reorganized Paragon Parent and/or certain Operating Subsidiaries or between the relevant Operating Subsidiaries) pursuant to section 6.2 (Plan Funding) of the Plan, in order for Paragon Parent and/or certain other Operating Subsidiariesrelevant Party to make, among other things, the Cash distributions referred to in Clause 8 9 (Effective Date) below, (together, the Reorganization ) Plan Conditions Precedent Each of the conditions precedent set out in section 9.1 (Conditions Precedent to the Effective Date) of the Plan, save for any condition with respect to the U.K. Sale Transaction, has been satisfied or has been waived in accordance with section 9.2 (Waiver of Conditions Precedent) of the Plan Implementation Documents Save with the reasonable consent of the Parties (such consent not to be unreasonably withheld), each of the Implementation Documents: (a) (b) have reasonably been agreed between the Parties (acting reasonably) and the addressees thereto; and where applicable, are duly signed but not dated and an electronic copy of such Implementation Documents have been delivered to Debtors Counsel in accordance with the authorisations set out in Clause 7 8 (Authority to Date and Release Implementation Documents), in each case to be held pending release in accordance with Clause 8 9 (Effective Date) below. 7 6 NOTICE OF SATISFACTION OF CONDITIONS PRECEDENT Promptly upon each of the Conditions Precedent being satisfied or waived (as applicable), Debtors Counsel will provide written notice to each of the Parties and each of the Parties that the Conditions Precedent have been satisfied and such notice will designate the Effective Date. 8 7 AUTHORITY TO DATE AND RELEASE IMPLEMENTATION DOCUMENTS Where a signed but undated Implementation Document is provided to the Debtors Counsel pursuant to Clause 5.3(b) 6.3(b) (Implementation Documents) and such Implementation Document is required to be dated, the Parties (to the extent that they are parties to such Implementation Document) hereby authorise Debtors Counsel to: (a) date, complete and release such Implementation Document; and WEIL:\ \21\

165 Case CSS Doc Filed 06/05/17 Page 15 of 53 (b) serve and accept delivery or service on their behalf of any Implementation Documents (and any other documents, notices or evidence expressly referred to in this Agreement) required to be delivered by or to a Party, subject to and in accordance with the terms of this Agreement, without being required to obtain any further consents or authorisations from any Party or from any other person or entity EFFECTIVE DATE 8.1 Effective Date The Parties authorize the Debtors Counsel to date and release each Implementation Document on the Effective Date in accordance with Clause 7 8 (Authority to date and release Implementation Documents) above and each such Implementation Document shall become effective in accordance with its terms U.K. Sale Transaction Pursuant to the Plan and the Implementation Documents, in consideration for the release of certain Allowed Claims, on the Effective Date: (a) (b) (c) Paragon Parent shall comply with sections 5.3 (Authorization, Issuance, and Delivery of New Equity Interests) and 5.13(b) (U.K. Sale Transaction) of the Plan; Reorganized Paragon and each of the other relevant OperatingTransferred Subsidiariesy shall comply with Section 5.4 (Take Back Debt Agreement, New Letter of Credit Agreement and Existing L/C Escrow Agreement(s)) of the Plan; and Paragon Parent and each other [Debtor] shall comply with Section 5.7(b) (Preservation of Rights of Action; Resulting Claim Treatment) of the Plan Consideration distributed to holders of other Claims Pursuant to the Plan and the Implementation Documents and in consideration for the release and discharge of such Claims on and from the Effective Date, Paragon Parent and/or certain OperatingTransferred Subsidiaries and/or Liquidating Subsidiaries, in their respective capacities as Disbursing Agent, shall take each of the steps described in section 2.1 (Treatment of Administrative Expense Claims), section 2.2 (Treatment of Fee Claims), section 2.3 (Treatment of Priority Tax Claims), section 4.1 (Class 1: Priority Non-Tax Claims), section 4.2 (Class 2: Other Secured Claims), ), section 4.3 (Class 3: Secured Lender Claims), section 4.3 (Class 3: Secured Lender Claims), section 4.4 (Class 4: Senior Notes Claims) section 4.5 (Class 5: General Unsecured Claims), section 4.6 (Class 6: Intercompany Claims and section 5.17 (Restructuring Expenses) of the Plan together with any other actions or steps contemplated by the Plan in that regard POST EFFECTIVE DATE 9.1 Following the Effective Date and in accordance with the Plan: (a) (b) Paragon Parent shall co-ordinate the Liquidating Subsidiary Wind-Down in accordance with section 5.13(c) (U.K. Administrators, U.K. Administration, and U.K. Sale Transaction) of the Plan; and any other actions or steps contemplated pursuant to the Plan will be effected in accordance with the terms of the Plan. WEIL:\ \21\

166 Case CSS Doc Filed 06/05/17 Page 16 of LIMITATIONS Nothing in this Agreement, the Reorganization Documents, the Steps Paper or the Implementation Documents shall require any Party or the Administrators to (whether by action or omission) breach, or procure the breach of: any law or regulation or fiduciary duties; 10.2 any law or regulation or duties applicable to the Administrators, including but not limited to their obligations pursuant to Schedule B1 of the Insolvency Act 1986; and 10.3 any order or direction of any relevant court or governmental body, in each case provided that such breach cannot be avoided or removed by taking reasonable steps (acting reasonably), in which case the relevant Party shall not be required to take any such act or omit to take any such act (as applicable) TERMINATION 11.1 Mutual Voluntary Termination This Agreement may be terminated with immediate effect by the Parties heretowith the consent of each of Paragon Parent, Reorganized Paragon and the Administrators (such consent not to be unreasonably withheld) Automatic Termination This Agreement will terminate immediately on the date upon which the Plan becomes null and void pursuant to section 9.3 (Effect of Failure of a Condition) of the Plan Effect of Termination If this Agreement terminates in accordance with this Clause (Termination), the Parties shall immediately be released from all of their undertakings and other obligations under this Agreement, provided that such termination or release: (a) (b) shall not limit or prejudice the rights of each Party against any other Party which have accrued or relate to breaches of the terms of this Agreement at the time of or prior to termination; and shall not limit the effectiveness of Clauses 1 (Interpretation), 2 (Parties Rights and Obligations), (Effect of Termination), (Confidentiality and Announcements), (Notices), (Enforcement by Third Parties), (Administrators Liability), (Governing Law) and (General) CONFIDENTIALITY AND ANNOUNCEMENTS 12.1 Subject to Clause (Confidentiality and Announcements), the Parties agree to keep confidential and not disclose any confidential information in connection with this Agreement, the Reorganization Documents, the Implementation Documents, the Steps Paper and the Restructuring Any Party may disclose any information that it is otherwise required to be kept confidential under this Clause (Confidentiality and Announcements): WEIL:\ \21\

167 Case CSS Doc Filed 06/05/17 Page 17 of 53 (a) (b) (c) (d) (e) (f) to the extent that such information is generally known to the public (not as a result of a breach of any duty of confidentiality); to its professional advisers, directors, employees and officers, provided that the disclosing party procures that the people to whom the information is disclosed comply with the confidentiality undertakings in this Clause (Confidentiality and Announcements); to its auditors; to the extent that disclosure is required by applicable rules, regulations, guidance or law; to the extent disclosure is required or requested by a regulatory body, tax authority, governmental authority or securities exchange; and with the prior written approval of the other Parties The Administrators and Paragon Parent, at a time when it is in administration, may disclose any information that it is otherwise required to be kept confidential under this Clause (Confidentiality and Announcements) to the extent such disclosure is made in the exercise of the statutory duties of the Administrators or to the extent such disclosure is required to comply with current insolvency practice or to enable the Administrators to properly carry out the duties of their office Save for an announcement in the agreed form, no announcement, statement, circulation, or other publicity in connection with this Agreement or its subject matter (unless otherwise permitted by this Agreement) shall be made by or on behalf of the Parties, without the approval of the Administrators and Reorganized Paragon (such approval not to be unreasonably withheld or delayed). 13 NOTICES 13.1 Any confirmation or notice given under this Agreement must be in writing in the English language and may be given in person or by hand, post, courier or The contact details of the Parties for all notices under this Agreement are as follows, or such other contact details as the Parties may notify to each other by not less than five Business Days written notice: (a) Paragon Parent Paragon Offshore plc (in administration) c/o Deloitte LLP, Four Brindleyplace, Athene PlaceBirmingham, B1 2HZ, United Kingdom nkahn@deloitte.co.uk, dsoden@deloitte.co.uk 66 Shoe Lane, London EC4A 3BQ [ ] Fax: [ ] For the Attention of [ ]Neville Kahn and David Soden (b) [Operating Subsidiaries] WEIL:\ \21\

168 Case CSS Doc Filed 06/05/17 Page 18 of 53 (b) [FULL CORPORATE NAME] Each Transferred Subsidiary each Liquidating Subsidiary (other than Paragon Parent) that is a Party c/o Paragon Offshore Plc (in administration) c/o Deloitte LLP, Four Brindleyplace, Birmingham, B1 2HZ, [ADDRESS]United Kingdom nkahn@deloitte.co.uk, dsoden@deloitte.co.uk Fax: [FAX NO] [ ] [FAX] [DEPARTMENT] For the Attention of [NAME]Neville Kahn and David Soden (c) Reorganized Paragon [FULL CORPORATE NAME] c/o Paragon Offshore Plc (in administration) c/o Deloitte LLP, Four Brindleyplace, [ADDRESS]Birmingham, [FAX NO] B1 2HZ, [ ]United Kingdom nkahn@deloitte.co.uk, dsoden@deloitte.co.uk Fax: [FAX] [DEPARTMENT] For the Attention of [NAME]Neville Kahn and David Soden (d) Administrators Neville Kahn and David Soden in their capacity as joint Administrators of Paragon Offshore plc (in administration) c/o Deloitte LLP Athene Place 66 Shoe Lane, London EC4A 3BQ nkahn@deloiteete.co.uk; dsoden@deloitte.co.uk Fax: For the Attention of Neville Kahn and David Soden Any notice under this Agreement will be deemed to be given as follows: (a) (b) (c) (d) if in person, at the time of delivery; if by inland post, three Business Days after being deposited in the post, postage prepaid in a correctly addressed envelope; if by international priority courier delivery, three days after delivery to such courier; or if by or fax, when received in legible form. WEIL:\ \21\

169 Case CSS Doc Filed 06/05/17 Page 19 of For the purpose of this Agreement, an notice will be treated as being in writing. 14 ENFORCEMENT BY THIRD PARTIES Unless otherwise expressly provided to the contrary in this Agreement and subject to Clause (Administrators Liability) below, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement ADMINISTRATORS LIABILITY 15.1 The Administrators are party to this Agreement in their personal capacities only for the purposes of receiving the benefit of all releases, limitations, exclusions, undertakings, covenants and indemnities in their favour and in favour of Paragon Parent contained in this Agreement, from which the Administrators will continue to benefit notwithstanding the termination of the agency of the Administrators or their discharge from office as Administrators of Paragon Parent Each of Tthe Administrators havehas entered into this Agreement (and any other Reorganization Document or Implementation DocumentAgreement) acting as agents for and on behalf of the Paragon Parent and neither of the Administrators, nor any subsequent liquidator, nor any of their firm, members, partners, directors, officers, employees, advisers, representatives or agents shall incur any personal liability whatsoever under this Agreement (or any agreements or arrangements entered into pursuant to or referred to in this Agreement) which has been entered into by them as agents for the Company, whether such liability would arise under any provisions of the Insolvency Act 1986 or in any other way whatsoever.in respect of any of the obligations undertaken by Paragon Parent or in respect of any failure on the part of Paragon Parent to observe, perform or comply with any such obligations; or under or in relation to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Agreement (and any other Reorganization Document or Implementation Document). The exclusion of liability set out in this Clause 16 (Administrators Liability) shall arise and continue notwithstanding the termination of the agency of the Administrators and shall operate as a waiver of any and all claims (including, but not limited to, claims in tort, equity and common law as well as under the laws of contract) The Administrators have entered into this Agreement in their personal capacities solely for the purpose of obtaining the benefit of the provisions in their favour and eeach of the Administrators firm, its members, partners, directors, officers, employees, agents, advisers and representatives shall be entitled to rely on, enforce and enjoy the benefit of this Clause (Administrators Liability) as if they were a party to this Agreement. 16 GOVERNING LAW 16.1 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by and construed in accordance with English law The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and/or to settle any dispute which may arise out of or in connection with or in any way relate to this Agreement or the U.K. Sale Transaction and, for such purposes, irrevocably submit to the jurisdiction of the courts of England Each of the Parties irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any suit, action or proceeding and/or any dispute which may arise out of or in connection with or in any way relate to this Agreement or the U.K. Sale Transaction and agrees not to claim that such court is not a convenient or appropriate forum and further irrevocably agrees that a judgment in respect of any WEIL:\ \21\

170 Case CSS Doc Filed 06/05/17 Page 20 of 53 such suit, action or proceedings and/or dispute brought in the courts of England shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction GENERAL 17.1 This Agreement may not be modified, amended or supplemented except in writing by each of the PartiesParagon, Parent, Reorganized Paragon and the Administrators This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, assigns and transferees Failure by the Parties or the Administrators to require performance of any term or condition of this Agreement shall not prevent the subsequent enforcement of such term or condition nor shall such failure be deemed to be a waiver of any subsequent breach of this Agreement, or any right or remedy granted by this Agreement or by the general law in respect of such breach If any provision of this Agreement is held not to be valid but would be valid if part of the wording were deleted or modified then such provision shall apply with such deletion or modification as may be necessary to make it enforceable The terms of this Agreement represent the entire agreement between the Parties relating to the subject matter of this Agreement and this Agreement supersedes any previous arrangement between the Parties in relation to the matters dealt with in this Agreement This Agreement may be executedsigned in hard copy, by original fax or by pdf copy in any number of counterparts, and by each of the Parties on separate counterparts, each of which so executedsigned and delivered will be an original, but all counterparts will together constitute one and the same Agreement. IN WITNESS hereof this Agreement has been signed on the date first above written. WEIL:\ \21\

171 Case CSS Doc Filed 06/05/17 Page 21 of 53 SCHEDULE 1 IMPLEMENTATION DOCUMENTS No. Document Schedule 1. Take Back Debt Agreement Draft set out in Schedule 2 2. New Letter of Credit Agreement Draft set out in Schedule 3 3. Existing L/C Escrow Agreement(s) Draft set out in Schedule 4 4. Amended Certificates of Incorporation of the Reorganized Debtors Draft set out in Schedule 5 5. Amended By-Laws of the Reorganized Debtors Draft set out in Schedule 6 6. Amended Certificates of Incorporation of Reorganized Paragon Draft set out in Schedule 7 7. Amended By-Laws of Reorganized Paragon Draft set out in Schedule 8 8. [Shareholders Agreement] Draft set out in Schedule 9 9. Registration Rights Agreement Draft set out in Schedule Litigation Trust Agreement Draft set out in Schedule Schedule of Rejected Contracts and Leases Draft set out in Schedule Contract Assignment Agreement(s) Draft set out in Schedule 13n/a WEIL:\ \21\

172 Case CSS Doc Filed 06/05/17 Page 22 of 53 SCHEDULE 2 TAKE BACK DEBT AGREEMENT WEIL:\ \21\

173 Case CSS Doc Filed 06/05/17 Page 23 of 53 SCHEDULE 3 NEW LETTER OF CREDIT AGREEMENT WEIL:\ \21\

174 Case CSS Doc Filed 06/05/17 Page 24 of 53 SCHEDULE 4 EXISTING L/C ESCROW AGREEMENT(S) WEIL:\ \21\

175 Case CSS Doc Filed 06/05/17 Page 25 of 53 SCHEDULE 5 AMENDED CERTIFICATES OF INCORPORATION OF THE REORGANIZED DEBTORS WEIL:\ \21\

176 Case CSS Doc Filed 06/05/17 Page 26 of 53 SCHEDULE 6 AMENDED BY-LAWS OF THE REORGANIZED DEBTORS WEIL:\ \21\

177 Case CSS Doc Filed 06/05/17 Page 27 of 53 SCHEDULE 7 AMENDED CERTIFICATES OF INCORPORATION OF REORGANIZED PARAGON WEIL:\ \21\

178 Case CSS Doc Filed 06/05/17 Page 28 of 53 SCHEDULE 8 AMENDED BY-LAWS OF REORGANIZED PARAGON WEIL:\ \21\

179 Case CSS Doc Filed 06/05/17 Page 29 of 53 SCHEDULE 9 SHAREHOLDERS AGREEMENT WEIL:\ \21\

180 Case CSS Doc Filed 06/05/17 Page 30 of 53 SCHEDULE 10 REGISTRATION RIGHTS AGREEMENT WEIL:\ \21\

181 Case CSS Doc Filed 06/05/17 Page 31 of 53 SCHEDULE 11 LITIGATION TRUST AGREEMENT WEIL:\ \21\

182 Case CSS Doc Filed 06/05/17 Page 32 of 53 SCHEDULE 12 SCHEDULE OF REJECTED CONTRACTS AND LEASES WEIL:\ \21\

183 Case CSS Doc Filed 06/05/17 Page 33 of 53 SCHEDULE 1313 LIQUIDATING SUBSIDIARIES Paragon Offshore Plc (in administration) Paragon Offshore Sterling Ltd Paragon Offshore Drilling AS Paragon Offshore Brasil Investimento E Participacoes Ltda Paragon Offshore Finance Company Paragon Offshore (Canada) Ltd Paragon Offshore AS Paragon Offshore Drilling (Cyprus) Limited Frontier Drilling Nigeria Limited Paragon Offshore USA Inc. Paragon Offshore (Asia) Pte. Ltd Frontier Offshore Exploration India Ltd Paragon Holding SCS 2 Ltd. Paragon FDR Holdings Ltd Paragon International Investment Limited Bawden Drilling Inc. Bawden Drilling International Ltd Paragon Seillean AS CONTRACT ASSIGNMENT AGREEMENT(SParagon (Seillean) KS WEIL:\ \21\

184 Case CSS Doc Filed 06/05/17 Page 34 of 53 SCHEDULE 14 LIQUIDATING SUBSIDIARIES Kulluk Arctic Services, Inc. Paragon Asset (ME) Ltd Paragon Offshore (Luxembourg) S.à r.l. Paragon Duchess Ltd Arktik Drilling Limited, Inc. Resolute Insurance Group Ltd Paragon Offshore Drilling do Brasil Ltda Paragon Holding NCS 2 S.à r.l. Paragon Leonard Jones LLC Paragon Holding SCS 1 Ltd Paragon Operating (ME) Ltd Paragon Offshore Hungary Kft. PGN Offshore Drilling (Malaysia) Sdn. Bhd. Paragon Offshore (Labuan) Pte. Ltd Paragon Offshore do Brasil Ltda Paragon Offshore Contracting GmbH Paragon Drilling Services 7 LLC Paragon Offshore Leasing (Luxembourg) S.à r.l. Paragon Drilling Nigeria Ltd WEIL:\ \21\

185 Case CSS Doc Filed 06/05/17 Page 35 of 53 SCHEDULE 1514 STRUCTURE OF REORGANIZED PARAGON GROUP WEIL:\ \21\

186 Case CSS Doc Filed 06/05/17 Page 36 of 53 SCHEDULE 16 STRUCTURE OF PARAGON PARENT AND LIQUIDATING SUBSIDIARIES WEIL:\ \21\

187 Case CSS Doc Filed 06/05/17 Page 37 of 53 SCHEDULE 15 STRUCTURE OF PARAGON PARENT AND LIQUIDATING SUBSIDIARIES WEIL:\ \21\

188 Case CSS Doc Filed 06/05/17 Page 38 of 53 WEIL:\ \21\