Execution Version
Dated 415 August 2023,
Between
NOBLE DRILLING A/S
-and -
CASPIAN DRILLING COMPANY LIMITED
SECONDMENT AGREEMENT
relating to Maersk Explorer (to be renamed Explorer)
MkTHIS SECONDMENT AGREEMENT (this "Agreement") is made on the 15th day of August 2023
BETWEEN:
(1) NOBLE DRILLING A/S, a company registered in Denmark, with company number 32673821,
and registered address at Lyngby Hovedgade 85, 2800 Kgs. Lyngby, Denmark ("Noble’, which
expression includes its successors and assigns); and
(2) CASPIAN DRILLING COMPANY LIMITED, a company registered in Azerbaijan, with company
number 9900004531, and registered address at Nasib bey Yusifbeyli 86, Baku, Azerbaijan,
("CDC", which expression includes its successors)
(collectively the "Parties" and individually a "Party”),
WHEREAS:
(A) Pursuant to a Memorandum of Agreement dated 15 August 2023 between Noble as Sellers and
CDC as Buyers (the "MOA", which expression shall include the same as varied, supplemented
or replaced from time to time), CDC has agreed to purchase that certain rig known as Maersk
Explorer (to be renamed Explorer) (the “Vessel") subject to the terms and conditions therein
stated. Following Closing as set out under the MOA CDC will be the legal owner of the Vessel.
Delivery will place at a location outside the territorial waters of the Republic of Azerbaijan (which
for these purposes means a location in the Caspian Sea, not less than fifteen (15) nautical miles
{rom baselines determined in accordance with the Convention on the Legal Status of the Caspian
Sea of 2018),
(8) tthe request of CDC, Noble will provide certain personnel in connection with the movement of
the Vessel from the delivery location to Baku Anchorage;
(C) __As of the date of this Agreement, each of the Seconded Employees (as defined below) are
employed by Noble or a Noble Affliate under a contract of employment (each an "Employment
Agreement’).
(D) This Agreement records the terms and conditions (in particular the releases and indemnities in
favour of Noble) upon which the Seconded Employees shall be provided to CDC.
NOW, THEREFORE, in consideration of (i) CDC's agreement to purchase the Vessel pursuant to the MOA.
and (ji) the premises and mutual promises herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.4. Definitions. in this Agreement (except where the context otherwise requires) the following words
shall have the following meanings:
“Affiliate” means, with respect to one of the Parties hereto, any other company or legal entity
which (') is owned or controlled by such Party, (i) owns or controls such Party, or (ii) is under
‘common ownership or contro! with such Party. As used in the preceding sentence, “control shall
mean possession, directly or indirectly of at least fity percent (50%) of the voting equity of another
entity (or other comparable interest for an entity other than a corporation), or the power to direct
cause the direction of the management or policies of an entity whether through ownership of
securities, by contract or otherwise.
“Baku Anchorat
means Marine Supply and Logistics Base of CDC.