EX-10.3




 Exhibit 10.3 

DATED 
 3 OCTOBER
2022 
  
  

RELATIONSHIP AGREEMENT 

between 
 NOBLE CORPORATION PLC

 and 
 THE OTHER
PARTIES 
 NAMED HEREIN 











 CONTENTS 

CLAUSE 
  

							
	 1.
	 	Interpretation	  	 	1	 
			
	 2.
	 	Commencement and duration	  	 	3	 
			
	 3.
	 	Undertakings	  	 	3	 
			
	 4.
	 	Termination	  	 	5	 
			
	 5.
	 	Status of this Agreement	  	 	5	 
			
	 6.
	 	Termination of Existing Relationship Agreement	  	 	5	 
			
	 7.
	 	Assignment	  	 	6	 
			
	 8.
	 	Entire agreement	  	 	6	 
			
	 9.
	 	Counterparts	  	 	6	 
			
	 10.
	 	Variation and waiver	  	 	6	 
			
	 11.
	 	No partnership or agency	  	 	7	 
			
	 12.
	 	Notices and consents	  	 	7	 
			
	 13.
	 	Severance	  	 	8	 
			
	 14.
	 	Rights of third-parties	  	 	8	 
			
	 15.
	 	Inadequacy of damages	  	 	8	 
			
	 16.
	 	Rights and remedies	  	 	8	 
			
	 17.
	 	Governing law	  	 	9	 
			
	 18.
	 	Jurisdiction	  	 	9	 


  
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 THIS AGREEMENT is dated 3 October 2022. 

BETWEEN: 
  

	(1)	 Noble Corporation plc, a public limited company formed under the laws of England and Wales with
registered number 12958050 (f/k/a Noble Finco Limited) whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT (the “Topco”); 



 

	(2)	 APMH Invest A/S, a company incorporated in Denmark with registration number 36 53 38 46 and whose registered
office is Esplanaden 50, 1263 Copenhagen, Denmark (“APMH Invest”); and 


  

	(3)	 Noble Corporation, a Cayman Islands Exempted Company (“Noble Predecessor”) 



 Each of Topco and APMH being a “Party” and together, the “Parties”. 

WHEREAS: 
  

	(A)	 Topco, Noble Predecessor, Noble Newco Sub Limited, a limited liability company incorporated under the laws of
the Cayman Islands and direct wholly owned subsidiary of Topco (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Mercer”) are parties to that certain Business
Combination Agreement dated as of November 10, 2021 (the “Business Combination Agreement”), providing for a business combination between Topco and Mercer (the “Business Combination”). 



 

	(B)	 In connection with the Business Combination, APMH Invest will receive Ordinary Shares (as defined below) of
Topco. 


  

	(C)	 The Parties are entering into this Agreement for the purposes of Topco providing to APMH Invest, and each Party
complying with, the respective undertakings set out herein. 


 THIS AGREEMENT WITNESSES as follows: 

 

	1.	 Interpretation 



 

	1.1	 The definitions and rules of interpretation in this clause 1 apply in this Agreement. 



 

			
	Applicable Law:	  	applicable laws, regulations, directives, statutes, subordinate legislation, common law and civil or commercial codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent
authority or tribunal and all codes of practice having force of law, statutory guidance and policy notes.


  
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	Articles:	  	the articles of association of Topco, as amended from time to time.
		
	Board:	  	the board of directors of Topco from time to time.
		
	Business Day:	  	a day other than a Saturday, Sunday or a day on which commercial banks located in New York, Copenhagen or London are required or authorized by law or executive order to be closed.
		
	Companies Act:	  	the Companies Act 2006, as amended.
		
	Director:	  	a director of Topco from time to time.
		
	Nominated Director:	  	has the meaning given to that term in clause 3.1.
		
	NYSE:	  	means the New York Stock Exchange.
		
	Ordinary Share:	  	means an A Ordinary Share as defined in the Articles.
		
	Outstanding Ordinary Shares:	  	at any given time, the aggregate number of Ordinary Shares outstanding at such time (which, for the avoidance of doubt, does not include treasury shares), plus the aggregate number of Ordinary Shares issuable under any then
outstanding option, warrant, convertible or exchangeable security, in each case with a nominal exercise or conversion price and without regard to any limitations on the exercisability, convertibility or exchangeability of any such security,
including any beneficial ownership limitation.
		
	Termination Date:	  	has the meaning given in clause 2.

  

	1.2	 Clause and paragraph headings shall not affect the interpretation of this Agreement. 



 

	1.3	 References to clauses are to the clauses of this Agreement. 



 

	1.4	 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a
reference to this Agreement or such other agreement or document as varied or novated in accordance with its terms from time to time. 


  

	1.5	 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular. 


  

	1.6	 Unless the context otherwise requires, a reference to one gender shall include a reference to the other
genders. 



  
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	1.7	 A person includes a natural person, corporate or unincorporated body (whether or not having separate
legal personality). 


  

	1.8	 A reference to any Party shall include that Party’s successors. 



 

	1.9	 A reference to a company shall include any company, corporation or other body corporate, wherever and
however incorporated or established. 


  

	1.10	 A reference to writing or written includes email. 



 

	1.11	 Any words following the terms including, include, in particular, for example or any similar expression
shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 


  

	1.12	 A reference to a statute, statutory provision, code, regulation or rule is a reference to it as amended,
extended, consolidated, replaced or re-enacted from time to time. 


  

	1.13	 A reference to a legislative or regulatory provision, rule or code shall include all subordinate legislation,
regulations, rules and codes made from time to time under that provision, rule or code. 


  

	1.14	 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.



  

	2.	 Commencement and duration 



This Agreement shall come into force on 3 October 2022 (the “Closing Date”) and shall continue in full force and effect
until the date that this Agreement is terminated in accordance with clause 3.7 (the “Termination Date”). 
  

	3.	 Undertakings 


  


	3.1	 Topco undertakes to APMH Invest that for so long as APMH Invest holds, in aggregate: (i) no fewer than
20 percent (20%) of the Outstanding Ordinary Shares, APMH Invest shall be entitled to nominate two directors to the Board; or (ii) fewer than 20 percent (20%) but no fewer than fifteen percent (15%) of the Outstanding Ordinary Shares,
APMH Invest shall be entitled to nominate one director to the Board, 


 (such persons being “Nominated
Directors”). 
  

	3.2	 For so long as required pursuant to clause 3.1, Topco shall take all actions necessary (including, without
limitation, calling special meetings of the Board and the shareholders of Topco and recommending, supporting and soliciting proxies) to ensure that: (i) each Nominated Director is appointed to the Board as soon as reasonably practicable and is
included in the Board’s slate of nominees to the shareholders of Topco for the election of directors of Topco and recommended by the Board at any meeting of shareholders called for the purpose of electing directors of Topco unless such
recommendation would be inconsistent with the fiduciary duties of the directors or otherwise prohibited by 



  
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Applicable Law, provided that APMH Invest shall be given reasonable opportunity to nominate a replacement or replacements or otherwise take action such that the recommendation is no longer
inconsistent with the fiduciary duties of the directors; and (ii) when a Nominated Director is up for re-election, such Nominated Director is included in the proxy statement prepared by management of
Topco in connection with Topco’s solicitation of proxies or consents in favor of the foregoing for every meeting of the shareholders of Topco called with respect to the election of members of the Board, and at every adjournment or postponement
thereof, and on every action or approval by written resolution of the shareholders of Topco or the Board with respect to the election of directors of Topco. 

  

	3.3	 The Company’s obligation to formally appoint a Nominated Director in accordance with clause 3.1 shall be
subject to and conditional on that person: 


  

	 	(a)	 meeting the independence standards of the NYSE with respect to Topco; 



 

	 	(b)	 not being an employee of Topco or its Subsidiaries; 



 

	 	(c)	 not being disqualified under the Companies Act or any other Applicable Law from being appointed as a Director;
and 


  

	 	(d)	 entering into a letter of appointment with the Company, or agreeing to adhere to rule of conduct, in each case
consistent with those of other non-executive directors of the Company, 



provided that at all times APMH Invest shall be permitted to nominate and have in office one Nominated Director in respect of whom the
condition in clause 3.3(a) shall not apply, and the Company’s obligation to formally appoint such Nominated Director shall not be subject to and conditional upon such condition. 

 

	3.4	 If a Nominated Director ceases to serve for any reason, APMH Invest shall, subject to being entitled to
nominate such individual for election or appointment as a director of the Board pursuant to clause 3.1, be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill
the vacancy with such successor Nominated Director. 


  

	3.5	 If at any time APMH Invest is no longer entitled to nominate a particular Nominated Director pursuant to clause
3.1, then upon receipt of a request from Topco to APMH Invest or the applicable Nominated Director, such Nominated Director shall (and APMH Invest shall, to the extent legally able to do so, cause such Nominated Director to) immediately tender his
resignation as a Director to be effective immediately or at such later date agreed between the director and Topco. 


  

	3.6	 Without prejudice to the Articles, the Company shall be entitled by notice in writing to APMH Invest, to
immediately terminate the appointment of any Nominated Director where: 



  
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	 	(a)	 he or she: (i) save as otherwise agreed at the time of appointment of the relevant Nominated Director and
in respect of one of the Nominated Directors, ceases to meet the independence standards of the NYSE with respect to Topco; or (ii) is disqualified from acting as a director under the Companies Act or any other Applicable Law;



  

	 	(b)	 he or she is removed from office by the shareholders of the Company at a general meeting pursuant to section
168 of the Companies Act or is not re-elected as a director by the shareholders of the Company at an annual general meeting; or 



 

	 	(c)	 APMH Invest is obliged under clause 3.5 to cause the resignation of the relevant Nominee and such Nominee has
not resigned with immediate effect. 


  

	4.	 Termination 


  

	4.1	 Without affecting any other right or remedy available to it, APMH Invest may terminate this Agreement on giving
not less than five (5) Business Days’ written notice to Topco. 


  

	4.2	 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties
that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. 



 

	4.3	 This Agreement will terminate automatically (i) on the Termination Date and (ii) subject to clause
4.4, the date on which APMH Invest ceases to hold at least fifteen percent (15%) of the Outstanding Ordinary Shares. 


  

	4.4	 This Agreement may be terminated upon the mutual written consent of Topco and APMH Invest.



  

	5.	 Status of this Agreement 



 

	5.1	 If there is any inconsistency between any of the provisions of this Agreement and the Articles, the provisions
of this Agreement shall prevail as between the Parties to the extent permitted by law and regulation. 


  

	5.2	 For the avoidance of doubt, the obligations of each of the Parties under this Agreement shall be subject to all
applicable legal and regulatory requirements and no Party shall be required to breach any such law, regulation, rule or code. 


  

	6.	 Termination of Existing Relationship Agreement 



 

	6.1	 Noble Predecessor hereby unconditionally and irrevocably acknowledges, confirms and agrees that:



  

	 	(a)	 The Relationship Agreement, dated as of February 5, 2021, by and between Noble Corporation and the other
parties thereto (the “Existing Relationship  



  
 5 













	 	
Agreement”) shall cease to have effect on and from and is terminated in its entirety with effect from Closing Date; and 


 

	 	(b)	 all provisions of the Existing Relationship Agreement, including any which are expressly stated therein as
surviving its termination, or which might otherwise have done so by implication, shall cease to have effect on and from the Closing Date and are terminated in their entirety. 



 

	7.	 Assignment 



This Agreement is personal to the Parties and no Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in
any other manner with any of its rights and obligations under this Agreement. 
  

	8.	 Entire agreement 



This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter. 
  

	9.	 Counterparts 


  


	9.1	 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall
constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. 


  

	9.2	 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature
page) by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of
the Agreement thus made, each Party shall provide the other Parties with the original of such counterpart as soon as reasonably possible thereafter. 


  

	9.3	 No counterpart shall be effective until each Party has executed and delivered at least one counterpart.



  

	10.	 Variation and waiver 



 

	10.1	 No variation of this Agreement shall be effective unless it is made in writing and signed and delivered by the
Parties (or their authorized representatives). 


  

	10.2	 A waiver of any right or remedy under this Agreement or by law is only effective if it is given in writing and
shall not be deemed a waiver of any subsequent right or remedy. 


  

	10.3	 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. 



  
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	10.4	 No single or partial exercise of such right or remedy provided under this Agreement or by law shall prevent or
restrict any further exercise of that or any other right or remedy. 


  

	10.5	 The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies
provided by law except as otherwise expressly provided. 


  

	11.	 No partnership or agency 



 

	11.1	 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between the Parties
or constitute any Party the agent of another Party. 


  

	11.2	 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.



  

	12.	 Notices and consents 



 

	12.1	 Any notice required to be given hereunder shall be in writing, and sent by facsimile transmission (provided
that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time)
on the next Business Day), by reliable overnight delivery service (with proof of delivery, with such notice deemed to be given upon receipt), hand delivery (with such notice deemed to be given upon receipt) or by electronic mail transmission (with
such notice deemed to have been given at the time of confirmation of transmission, and with such notice to be followed reasonably promptly with a copy delivered by one of the foregoing methods), addressed as follows: 



 

			
	 (a)   Topco
	 	
		
	 Address:
	 	Noble Corporation plc
		 	 c/o Noble Corporation
 13135 Dairy Ashford,
Suite 800

		 	Sugar Land, TX 77478
		
	 For the attention of:
	 	William Turcotte
		
	 Email Address:
	 	wturcotte@noblecorp.com
		
	 (b)   APMH Invest
	 	
		
	 Address:
	 	Esplanaden 50, 1263 Copenhagen, Denmark
		
	 For the attention of:
	 	Martin Larsen, CEO
		
	 Email Address:
	 	 martin.larsen@apmoller.com; with
 copy to
notice@apmoller.com



  
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 or to such other address as any party shall specify by written notice so given (subject to
the proviso of the immediately following sentence), and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or received. Any party to this Agreement may notify any other party of any changes to
the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or two (2) Business Days after the notice is given, whichever is later.
Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. 

 

	13.	 Severance 


  

	13.1	 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall
be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. 


  

	13.2	 If any provision or part-provision of this Agreement is deemed deleted under clause 13.1, the Parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. Any such amendment will be made in accordance with clause 10.



  

	14.	 Rights of third-parties 



The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third
Parties) Act 1999, by any person who is not a party to this Deed. 
  

	15.	 Inadequacy of damages 



Without prejudice to any other rights or remedies that APMH Invest may have, the Parties acknowledge and agree that damages alone would not be
an adequate remedy for any breach of the terms of clause 3 by Topco. Accordingly, APMH Invest shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of
clause 3 of this Agreement. 
  

	16.	 Rights and remedies 



Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of,
any rights or remedies provided by law. 

  
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	17.	 Governing law 



This Agreement and the rights and obligations of the parties including all non-contractual obligations
arising under or in connection with this Agreement shall be governed by and construed in accordance with the laws of England and Wales. 
  

	18.	 Jurisdiction 



The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference
arising out of or in connection with this Agreement and/or any non-contractual obligation arising in connection with this Agreement. 

This Agreement has been entered into and delivered on the date stated at the beginning of it. 

  
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 Executed by NOBLE CORPORATION 

PLC acting by Richard B. Barker, 
  

	
	 /s/ Richard B. Barker

	  

Chief Financial Officer



 [Signature Page to Relationship Agreement] 











 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first
written above. 
  

			
	NOBLE CORPORATION 
		
	By:	 	 /s/ Richard B. Barker

	Name: Richard B. Barker
	Title:	 	Chief Financial Officer


 [Signature Page to Relationship Agreement] 











 
			
	APMH Invest A/S
		
	By:	 	 /s/ Martin Larsen

	Name:	 	Martin Larsen
	Title:	 	Chief Executive Officer


 [Signature Page to Relationship Agreement]