11,500,000 Shares INDEPENDENCE CONTRACT DRILLING, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 20, 2016Underwriting Agreement • April 26th, 2016 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and Issuing Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Sole Lead Arranger and Bookrunner, THE LENDERS PARTY HERETO, as Lenders, INDEPENDENCE CONTRACT DRILLING, INC....Credit Agreement • October 2nd, 2018 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 1, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“Parent”), as lead borrower for the Borrowers referenced below (in such capacity, together with its successors and assigns in such capacity, “Lead Borrower”), PATRIOT SARATOGA MERGER SUB, LLC, Delaware limited liability company (“Merger Sub”), ICD OPERATING LLC, a Delaware limited liability company formerly known as Sidewinder Drilling LLC (“ICD Operating”) and the other Affiliates of Parent party hereto fr
INDEPENDENCE CONTRACT DRILLING, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 5th, 2020 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
As further set forth in this agreement (this “Agreement”), Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.01 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
INDEMNIFICATION AGREEMENTIndemnification 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”).
ContractExecutive Employment Agreement • December 21st, 2020 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTAgreement and Release • September 19th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
This Amended and Restated Executive EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of August 13, 2014, by and between Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), and Byron A. Dunn (“Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into on March 18, 2022 (the “Effective Date”), by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and Philip A. Dalrymple (“Executive”). This Agreement amends and restates in its entirety the Prior Agreement (as defined below) effective as of the Effective Date.
FORM OF INDEMNIFICATION AGREEMENT 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”)....Form of Indemnification Agreement • May 20th, 2020 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 21st, 2015 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 5, 2014 (as it may be amended, restated, or otherwise modified from time to time, this “Agreement”), among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“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.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 14th, 2016 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 5, 2014 (as it may be amended, restated, or otherwise modified from time to time, this “Agreement”), among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“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, CIT FINANCE LLC, as Administrative Agent, Collateral Agent and Swingline Lender.
INDEPENDENCE CONTRACT DRILLING, INC. OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME VESTING / 1/3 CASH SETTLEMENT OPTION) (Shareholder Approval Contingency) Director Grantee:Independence Contract • March 21st, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
INDEPENDENCE CONTRACT DRILLING, INC. PERFORMANCE UNIT AWARD AGREEMENT CUMULATIVE EBITDA Grantee:Performance Unit Award Agreement • August 5th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
INDEPENDENCE CONTRACT DRILLING, INC. PERFORMANCE UNIT AWARD AGREEMENT TOTAL SHAREHOLDER RETURN CASH SETTLEMENT Grantee: [NAME] 1. Grant of Performance Unit Award. (a) As of [DATE] (the “Effective Date”), the date of this agreement (this “Agreement”),...Award Agreement • February 13th, 2020 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (the “Agreement ”), made and entered into effective as of December 26, 2018 (the “Effective Date ”), by and between Independence Contract Drilling, Inc., a Delaware corporation (the “Company...Change of Control Agreement • December 28th, 2018 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
INDEPENDENCE CONTRACT DRILLING, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted 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.
INVESTOR’S RIGHTS AGREEMENTS Rights Agreement • March 21st, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
This Investor’s Rights Agreement (this “Agreement”) is made as of March 18, 2022, by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”) and Glendon Capital Management LP (together with its Affiliates, the “Holder”).
RESTRICTED STOCK UNIT AWARD AGREEMENT TIME VESTINGRestricted Stock Unit Award Agreement • February 14th, 2017 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 3rd, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), is entered into as of December 30, 2021, by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ICD”), SIDEWINDER DRILLING LLC, a Delaware limited liability company formerly named ICD Operating LLC (“Sidewinder” and, together with ICD, as the context requires, each a “Borrower”, and collectively, the “Borrowers”), and the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”).
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 28th, 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 AGREEMENTChange of Control Agreement • August 5th, 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”).
ContractRetention Agreement • May 4th, 2021 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 11, 2020, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Independence...Execution Version Registration Rights Agreement • November 12th, 2020 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
ASSET CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENT by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company, INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company, and INDEPENDENCE CONTRACT DRILLING,...Asset Contribution And • May 13th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
This Asset Contribution and Share Subscription Agreement (this “Agreement”) is made as of November 23, 2011 (the “Effective Date”), by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company (“GES”), INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company (“RAC”, and together with GES, each, a “Contributor” and collectively, the “Contributors”), and INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “Company”).
EXECUTIVE RETIREMENT AGREEMENT AND RELEASEExecutive Retirement Agreement and Release • June 10th, 2016 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
This EXECUTIVE RETIREMENT AGREEMENT AND RELEASE dated June 9, 2016 (this “Retirement Agreement”) is entered into by and between EDWARD S. JACOB, III (the “Executive”) and INDEPENDENCE CONTRACT DRILLING, INC. (the “Company”).
7106766.2 06758/1966 A MENDMENT NO. 5 TO CREDIT AGREEMENT THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT ( the “ Amendment ”), is dated as of September 22, 202 2 and is made by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ ICD...Credit Agreement • September 26th, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTIndependence Contract • August 19th, 2021 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
Reference is hereby made to the Equity Distribution Agreement, dated June 5, 2020 (the “Original Equity Distribution Agreement”), by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”) and Piper Sandler & Co. Capitalized terms used herein and not defined have the respective meanings set forth in the Original Equity Distribution Agreement.
AMENDMENT NO. 3 TO credit AGREEMENTCredit Agreement • March 24th, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
This AMENDMENT NO. 3 TO credit AGREEMENT (the “Amendment”), is dated as of March 18, 2022 and is made by and among INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (“ICD”), SIDEWINDER DRILLING LLC, a Delaware limited liability company (formerly known as ICD Operating LLC, and successor by merger to Patriot Saratoga Merger Sub, LLC) (“ICD Operating”, and together with ICD, each a “Borrower” and collectively, “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and the Lenders party hereto.
Independence Contract Drilling, Inc. as the Company and issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 21, 2022 Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026First Supplemental Indenture • July 27th, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of July 21, 2022 (this “First Supplemental Indenture”), is by and among Independence Contract Drilling, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantor named on the signature page hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
WARRANT to Purchase Common Stock of INDEPENDENCE CONTRACT DRILLING, INC. Expiring on March 2, 2015Independence Contract Drilling, Inc. • May 13th, 2014 • Drilling oil & gas wells • Texas
THIS IS TO CERTIFY THAT, for value received, GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company, or its permitted assignees (the “Holder”), with principal business address at 11616 North Galayda Street Houston, TX 77086, is entitled to purchase from INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $20.00 (the “Exercise Price”), ONE MILLION FOUR HUNDRED THOUSAND (1,400,000) duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $.01 per share, of the Company ( the “Common Stock”) and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., C.S.T.,
SECOND AMENDMENT TO CREDIT AGREEMENTCredit 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.
MSD Credit Opportunity Master Fund, L.P. c/o MSD Partners, L.P. New York, NY 10022Letter Agreement • June 5th, 2020 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
Reference is made to (i) that Agreement and Plan of Merger (the “Agreement”), dated as of July 18, 2018 (the “Execution Date”), by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Parent”), Patriot Saratoga Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Parent (“Merger Sub”), Sidewinder Drilling LLC, a Delaware limited liability company (the “Company”), and MSD Credit Opportunity Master Fund, L.P., a Delaware limited partnership, in its capacity as representative of the Members (the “Members’ Representative”) and (ii) that Contribution, Exchange and Restructuring Agreement, dated as of July 18, 2018, by and among (a) the Company, (b) the all of the holders of Series A Common Units of the Company, in their capacities as holders of such, as set forth in Schedule A thereto, (c) all of the holders of Floating Rate Secured Notes due February 15, 2020 of the Company, in their capacities as holders of such, pursuant
AMENDED AND RESTATED INDEPENDENCE CONTRACT DRILLING, INC. 2012 OMNIBUS INCENTIVE PLAN FORM OF FIVE-YEAR RESTRICTED STOCK AWARD AGREEMENT This RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is made by and between Independence Contract Drilling,...Restricted Stock Award Agreement • December 28th, 2018 • Independence Contract Drilling, Inc. • Drilling oil & gas wells
AMENDMENT NO. 1 TO ASSET CONTRIBUTION AND SHARE SUBSCRIPTION AGREEMENT by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company, INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company, and INDEPENDENCE...Asset Contribution And • May 13th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
This Amendment No. 1 to Asset Contribution and Share Subscription Agreement (this “Amendment”) is made as of December 15, 2011 (the “Amendment Effective Date”), by and among GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company (“GES”), INDEPENDENCE CONTRACT DRILLING LLC, a Delaware limited liability company (“RAC”, and together with GES, each, a “Contributor” and collectively, the “Contributors”), and INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “Company”).
SECURITY AGREEMENTPatent Security Agreement • March 24th, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 18, 2022, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and U.S. Bank Trust company, National Association, in its capacity as Collateral Agent under the Indenture referred to below (in such capacity, together with its successors and assigns in such capacity, “Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 21st, 2022 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 18, 2022, by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company set forth on the signature page hereto (such individuals, each a “Stockholder”, and collectively, the “Stockholders”). The Company and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
