AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTAgreement and Release • May 13th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
This Amended and Restated Employment Agreement (“Agreement”) is entered into effective as of February 29, 2012, by and between Independence Contract Drilling LLC (“RigAssetCo”), Independence Contract Drilling, Inc., a Delaware corporation (“ICD”), and Byron Dunn (“Executive”), and amends and restates in its entirety the Employment Agreement dated November 23, 2011 by and between RigAssetCo, ICD and Executive. “Company” shall mean RigAssetCo prior to consummation of the transactions contemplated by the Contribution Agreement (defined below) and shall mean ICD upon the closing of the transactions contemplated by the Contribution Agreement.
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”).
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.,
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”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 13th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Texas
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made effective as of March 2, 2012 (the “Effective Date”), by and between INDEPENDENCE CONTRACT DRILLING, INC., a Delaware corporation (the “Company”) and GLOBAL ENERGY SERVICES OPERATING, LLC, a Delaware limited liability company (“GES”). The Company and GES may hereinafter be referred to together as the “Parties” and individually as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2012, by and among Independence Contract Drilling, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“FBR”) for the benefit of FBR and the purchasers of the Company’s common stock, $0.01 par value per share (“Common Stock”), as participants (“Participants”) in the private placement by the Company of shares of its Common Stock, the Contribution Investors (as defined below), and the early investors (the “Early Investors”), and the direct and indirect transferees of FBR, each of the Participants, each of the Contribution Investors and each of the Early Investors.
LETTER AGREEMENTLetter Agreement • May 13th, 2014 • Independence Contract Drilling, Inc. • Drilling oil & gas wells • Delaware
This Letter Agreement (this “Agreement”) is made and entered into as of this 2nd day of March, 2012, by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), Independence Contract Drilling LLC, a Delaware limited liability company (“RigAssetCo”), Global Energy Services Operating, LLC, a Delaware limited liability company (“GES”), 4D Global Energy Investments plc, a company organized under the laws of Ireland (“4D”), and Sprott Resource Partnership, a partnership organized under the laws of Ontario, Canada (“Sprott”). RigAssetCo, GES, 4D and Sprott are hereinafter collectively referred to as “Stockholders.”
AMENDMENT NO. 2 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. 2 to Asset Contribution and Share Subscription Agreement (this “Amendment”) is made as of March 1, 2012 (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”).
