0001193125-14-272981 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , 201__, by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Agreement and Release • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas

This Executive EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of [•], by and between Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), and [•] (“Executive”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York

CREDIT AGREEMENT dated as of May 10, 2013 (as it may be amended, restated, or otherwise modified from time to time, this “Agreement”), among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “ICD” and also being known as the “Administrative Borrower”), each of ICD’s domestic Subsidiaries identified on the signature pages hereof or hereafter becoming a “Borrower” by joinder hereto (together with the Administrative Borrower, the “Borrowers”), the Lenders party hereto and CIT FINANCE LLC, as Administrative Agent, Collateral Agent and Swingline Lender.

INDEPENDENCE CONTRACT DRILLING, INC. PERFORMANCE UNIT AWARD AGREEMENT TOTAL SHAREHOLDER RETURN Grantee:
Performance Unit Award Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
INDEPENDENCE CONTRACT DRILLING, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and [•] (the “Employee”) effective as of [•] (the “Grant Date”), pursuant to the Independence Contract Drilling, Inc. 2012 Omnibus Incentive Plan (the “Plan”), a copy of which previously has been made available to the Employee and the terms and provisions of which are incorporated by reference herein.

CREDIT AGREEMENT dated as of May 10, 2013 Among INDEPENDENCE CONTRACT DRILLING, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as Borrowers, EACH OF THE LENDERS PARTY HERETO, CIT FINANCE LLC, as Administrative Agent and Collateral Agent, CIT...
Guarantee and Collateral Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York

CREDIT AGREEMENT dated as of May 10, 2013 (as it may be amended, restated, or otherwise modified from time to time, this “Agreement”), among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “ICD” and also being known as the “Administrative Borrower”), each of ICD’s domestic Subsidiaries identified on the signature pages hereof or hereafter becoming a “Borrower” by joinder hereto (together with the Administrative Borrower, the “Borrowers”), the Lenders party hereto and CIT FINANCE LLC, as Administrative Agent, Collateral Agent and Swingline Lender.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), made and entered into effective as of [July] , 2014 (the “Effective Date”), by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and (“Executive”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of May 12, 2014 by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ICD” and also being known as the “Administrative Borrower”), the Required Lenders party hereto and CIT FINANCE LLC (“CIT”), as Administrative Agent and Collateral Agent (in such capacities, “Agent”), as Issuing Bank and as Swingline Lender.

AMENDED AND RESTATED INDEPENDENCE CONTRACT DRILLING, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”) effective as of [ ] (the “Grant Date”), pursuant to the Amended and Restated Independence Contract Drilling, Inc. 2012 Omnibus Incentive Plan (the “Plan”), a copy of which previously has been made available to the Grantee and the terms and provisions of which are incorporated by reference herein. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

INDEPENDENCE CONTRACT DRILLING, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells

THIS NON QUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) is effective (the “Grant Date”), between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and (the “Holder”).

INDEPENDENCE CONTRACT DRILLING, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Independence Contract • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells

THIS NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is effective [•] (the “Grant Date”), between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and [•] (the “Holder”).

ACKNOWLEDGMENT AND REGISTRATION RIGHTS AGREEMENT
Acknowledgment And • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York

THIS ACKNOWLEDGMENT AND REGISTRATION RIGHTS AGREEMENT (this “Acknowledgment”) is made and entered into as of July 17, 2014 (the “Effective Date”), by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), Sprott Resource Partnership, a partnership organized under the laws of Ontario, Canada (“Sprott”), and 4D Global Energy Investments plc, a company organized under the laws of Ireland (“4D”), Global Energy Services Operating, LLC, a Delaware limited liability company (“GES”), and the other signatory parties hereto (the “Parties”).

AMENDED AND RESTATED INDEPENDENCE CONTRACT DRILLING, INC. 2012 OMNIBUS INCENTIVE PLAN (As Amended , 2014)
Independence Contract • July 18th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
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