projectpatriotvotingands






                                                                                 Execution Version                                 VOTING AND SUPPORT AGREEMENT                                                          This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 18, 2018, by and  among Sidewinder Drilling, LLC, a Delaware limited liability company (the “Company”), and the stockholders of  Independence Contract Drilling, Inc., a Delaware corporation (the “Parent”), set forth on Schedule I 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”.                                                 W I T N E S S E T H:                                                          WHEREAS, as of the date hereof, each of the Stockholders “beneficially owns” (as such term is defined in Rule  13d-3 promulgated under the Exchange Act) and is entitled to dispose of (or to direct the disposition of) and to vote  (or to direct the voting of) the number of shares of common stock, par value $0.01 per share (the “Common Stock”)  of the Parent set forth opposite such Stockholder’s name on Schedule I hereto (such shares of Common Stock, together  with any other shares of Common Stock the voting power over which is acquired by such Stockholder during the  period from the date hereof through the date on which this Agreement terminates in accordance with Section 6.1  hereof (such period, the “Voting Period”), including any and all Common Stock acquired by such Stockholder during  the Voting Period, whether pursuant to the exercise, exchange or conversion of, or other transaction involving, any  and  all warrants,  options,  rights  or  other  securities  (“Common  Stock  Equivalents”),  or  dividend,  distribution  or  otherwise, are collectively referred to herein as the “Subject Shares”);               WHEREAS, concurrently with the execution of this Agreement, the Parent, the Company and Patriot Saratoga  Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), have entered into an agreement and plan of  merger (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, upon the terms  and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, and the Parent will  issue merger consideration in accordance with the Merger Agreement, including the issuance by the Parent of shares  of Common Stock (such transaction, together with the other transactions contemplated by the Merger Agreement, the  “Transactions”); and               WHEREAS, as a condition to the willingness of the Company to enter into the Merger Agreement and the  Transactions, and as an inducement and in consideration therefor, the Stockholders are executing this Agreement.               NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties,  covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:                                                     ARTICLE I                                           DEFINITIONS                                                          Section 1.1 Capitalized Terms. For purposes of this Agreement, capitalized terms used and not defined herein  shall have the respective meanings ascribed to them in the Merger Agreement.                                                                                              ARTICLE II                                       VOTING AGREEMENT                                                          Section 2.1 Agreement to Vote the Subject Shares. Each Stockholder hereby unconditionally and irrevocably  agrees  that,  during  the  Voting  Period,  at each duly  called  meeting  of  the  stockholders  of the  Parent (and any  adjournment or postponement thereof), and in any action by written consent of the stockholders of the Parent requested  by the Parent Board or undertaken as contemplated by the Transactions, such Stockholder shall, if a meeting is held,  appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for  purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by  proxy, all of its Subject Shares (a) in favor of the issuance of the shares of Parent Common Stock pursuant to the  Merger Agreement (the “Share Issuance”), (b) in favor of any proposal to adjourn or postpone such meeting of the  stockholders of the Parent to a later date if there are not sufficient votes to approve the Share Issuance, (c) against any  action, proposal, transaction or agreement that would be reasonably likely to result in a breach in any respect of any  representation, warranty, covenant, obligation or agreement of the Parent contained in the Merger Agreement or the  Stockholders Agreement, (c) in favor of the proposals, including the Share Issuance, set forth in the Parent’s proxy     ACTIVE 232514768  





 






statement to be filed by the Parent with the SEC relating to the Transactions (including any proxy supplement thereto,  the “Proxy Statement”), and (d) against the following actions or proposals: (i) any Parent Acquisition Proposal,  (ii)  any proposal in opposition to approval of the Share Issuance or the Merger Agreement or in competition with or  inconsistent with the Merger Agreement, in each case, regardless of the terms thereof or (iii) (A) any change in the  present capitalization of the Parent or any amendment of the certificate of incorporation or bylaws of the Parent;  (B) any change in the Parent’s corporate structure or business; or (C) any other action or proposal involving the Parent  or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay,  postpone or adversely affect the Transactions or would reasonably be expected to result in any of the Parent’s closing  conditions or obligations under the Merger Agreement not being promptly satisfied.  Each of the Stockholders agrees  not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any person, the  effect of which would be inconsistent with or in violation of the provisions and agreements contained in this Article  II.               Section 2.2 No Obligation as Director or Officer. Nothing in this Agreement shall be construed to impose any  obligation or limitation on votes or actions taken by any director, officer, employee, agent or other representative  (collectively, “Representatives”) of any Stockholder or by any Stockholder that is a natural person, in each case, in  his or her capacity as a director or officer of Parent.                                                    ARTICLE III                                            COVENANTS                                                          Section 3.1 Generally.                    (a) Each of the Stockholders agrees that during the Voting Period it shall not, and shall cause its Affiliates       not to, without the Company’s prior written consent (which consent may be withheld at the Company’s sole       discretion), directly  or  indirectly, (i) offer  for  sale,  sell  (including  short  sales),  transfer,  tender,  pledge,       hypothecate, encumber, assign or otherwise dispose of (including by gift or by operation or law or otherwise)       (collectively, a “Transfer”), or enter into any contract, option, swap, derivative, hedging or other agreement or       arrangement  or  understanding  (including  any  profit-sharing  arrangement)  with  respect  to,  or  consent  to,  a       Transfer of, any or all of the Subject Shares  or any interest therein; (ii) grant any proxies or powers of attorney       with respect to any or all of the Subject Shares; (iii) permit to exist any Lien of any nature whatsoever with       respect to any or all of the Subject Shares; or (iv) take any action that would have the effect of preventing,       impeding,  interfering  with  or  adversely  affecting  such  Stockholder’s  ability  to promptly perform any  of its       obligations under this Agreement.                    (b) In the event of a stock dividend or distribution, or any change in the Common Stock or Common Stock       Equivalents by  reason  of  any  stock  dividend  or  distribution, split, split-up,  recapitalization,  combination,       conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include       the Subject Shares as well as all such stock dividends and distributions and any securities into which or for       which any or all of the Subject Shares or Common Stock Equivalents may be or have been changed or exchanged       or which are received in such transaction. Each of the Stockholders agrees, while this Agreement is in effect, to       notify  the Company promptly  in  writing  (including  by  e-mail)  of  the  number  of  any  additional  shares  of       Common Stock acquired by such Stockholder, if any, after the date hereof.                    (c) Each of the Stockholders agrees, while this Agreement is in effect, not to take or agree or commit to       take  any  action  that  would  make  any  representation  and  warranty  of  such  Stockholder  contained  in  this       Agreement inaccurate in any material respect.                         (d)  Each  of  the Stockholder  hereby  agrees  not  to  commence  or  join  in,  and  to  take  commercially       reasonable efforts to opt out of, any class in any class action with respect to any claim (i) challenging the validity       of,  or  seeking  to  enjoin  the  operation  of,  any  provision  of  this  Agreement, the  Merger  Agreement or  the       Stockholders Agreement or (ii) alleging a breach of any fiduciary duty of Parent or the Parent Board or its       members  in  connection  with  this  Agreement,  the  Merger  Agreement,  the  Stockholders  Agreement or  the       transactions contemplated hereby or thereby.                                                             





 






     Section 3.2 Standstill Obligations of the Stockholders. Each of the Stockholders covenants and agrees with the  Company that, during the Voting Period:                    (a) None of the Stockholders shall, nor shall any Stockholder act in concert with any person to make, or       in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are       used in the proxy solicitation rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise       or influence any person with respect to the voting of, any shares of Common Stock in connection with any vote       or other action with respect to a business combination transaction, other than to recommend that stockholders       of the Parent vote in favor of approval of the issuance of shares of Common Stock in accordance with the Merger       Agreement and in  favor of approval of the other proposals set  forth in the Proxy  Statement (including any       increase in the authorized shares of Common Stock under the Parent’s certificate of incorporation) (and any       actions required in furtherance thereof and otherwise as expressly provided by Article II of this Agreement).                    (b) None of the Stockholders shall, nor shall any Stockholder act in concert with any person to, deposit       any of the Subject Shares in a voting trust or subject any of the Subject Shares to any arrangement or agreement       with  any  person  with  respect  to  the  voting  of  the  Subject  Shares,  except  as  provided  by  Article  II  of  this       Agreement.               Section 3.3 Stop Transfers. Each of the Stockholders agrees with, and covenants to, the Company that such  Stockholder  shall  not  request  that the  Parent register  the  transfer  (book-entry  or  otherwise)  of  any  certificate  or  uncertificated interest representing any Subject Shares during the term of this Agreement without the prior written  consent of the Company and authorizes the Company and its counsel to notify Parent’s transfer agent that there is a  stop transfer order with respect to all of the Subject Shares (and that this Agreement places limits on the voting and  transfer of the Subject Shares).                                                    ARTICLE IV                   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS                                                          Each of the Stockholders hereby represents and warrants, severally but not jointly, to the Company as follows:               Section 4.1 Binding  Agreement.  Such  Stockholder  (a) if  a  natural  person,  is  of  legal  age  to  execute  this  Agreement and is legally competent  to do so and (b) if not a natural person, (i) is a corporation, limited liability  company or partnership duly organized and validly existing under the laws of the jurisdiction of its organization and  (ii) has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions  contemplated  hereby.  The  execution, delivery and  performance of  this  Agreement  and  the  consummation  of  the  transactions contemplated hereby by such Stockholder has been duly authorized by all necessary corporate, limited  liability, partnership or other action on the part of such Stockholder, as applicable. This Agreement, assuming due  authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of such  Stockholder, enforceable against such Stockholder in accordance with its terms (except as such enforceability may be  limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general  applicability relating to or affecting creditor’s rights, and to general equitable principles).               Section 4.2 Ownership of Shares. Schedule I hereto sets forth opposite such Stockholder’s name the number of  all  of  the  shares  of  Common  Stock  and  the  number  of  all  of  the Common Stock  Equivalents over  which  such  Stockholder has beneficial ownership as of the date hereof. As of the date hereof, such Stockholder is the lawful owner  of the shares of Common Stock and Common Stock Equivalents denoted as being owned by such Stockholder on  Schedule I and has the sole power to vote or cause to be voted such shares of Common Stock and, assuming the  exercise  of  the Common  Stock  Equivalents,  the  shares  of  Common  Stock  underlying  such Common  Stock  Equivalents.  Such  Stockholder  has  good  and  valid  title  to  the  Common  Stock  denoted  as  being  owned  by  such  Stockholder on Schedule I, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting  agreements, Liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other  than those created by this Agreement and those imposed by applicable law, including federal and state securities laws.  There  are  no  claims  for  finder’s  fees  or  brokerage  commission  or  other  like  payments  in  connection  with  this  Agreement or the transactions contemplated hereby payable by such Stockholder pursuant to arrangements made by  such Stockholder.  Except for the shares of Common Stock and Common Stock Equivalents denoted on Schedule I,  as of the date of this Agreement, such Stockholder is not a beneficial owner or record holder of any (i) equity securities                                                     





 






of the Parent, (ii) securities of the Parent having the right to vote on any  matters on  which the holders of equity  securities of the Parent may vote or which are convertible into or exchangeable for, at any time, equity securities of  the Parent, or (iii) options or other rights to acquire from the Parent or any other person any equity securities or  securities convertible into or exchangeable for equity securities of the Parent.               Section 4.3 No Conflicts.                    (a) No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization       or permit of any other person is necessary for the execution, delivery or performance of this Agreement by such       Stockholder  and  the  consummation  by  such  Stockholder  of  the  transactions  contemplated  hereby.  If  such       Stockholder is a natural person, no consent of such Stockholder’s spouse is necessary under any “community       property”  or  other  laws  in  order  for  such  Stockholder  to  enter  into  and  perform  its  obligations  under  this       Agreement.                    (b)  None  of  the  execution,  delivery  or  performance of  this  Agreement  by  such  Stockholder,  the       consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder       with any of the provisions hereof shall (i) conflict with or result in any breach of the organizational documents       of such Stockholder, as applicable, (ii) result in, or give rise to, a violation or breach of or a default under any       of the terms of any material contract, understanding, agreement or other instrument or obligation to which such       Stockholder is a party or by which such Stockholder or any of such Stockholder’s Subject Shares or assets may       be bound, or (iii) violate any applicable order, writ, injunction, decree, law, statute, rule or regulation of any       Governmental Authority, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be       expected to impair such Stockholder’s ability to perform its obligations under this Agreement in any material       respect.               Section 4.4 Reliance by the Company. Such Stockholder understands and acknowledges that the Company is  entering  into  the Merger  Agreement in  reliance  upon  the  execution  and  delivery  of  this  Agreement  by  the  Stockholders.                Section 4.5 No Inconsistent Agreements. Such Stockholder hereby covenants and agrees that, except for this  Agreement, such Stockholder (a) has not entered into, nor will enter into at any time while this Agreement remains in  effect, any voting agreement or voting trust with respect to such Stockholder’s Subject Shares inconsistent with such  Stockholder’s  obligations  pursuant  to  this  Agreement,  (b)  has  not  granted,  nor  will  grant  at  any  time  while  this  Agreement remains in effect, a proxy, a consent or power of attorney with respect to such Stockholder’s Subject  Shares and (c) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement  or knowingly take any action) that would make any representation or warranty of such Stockholder contained herein  untrue or incorrect in any material respect or have the effect of preventing such Stockholder from performing any of  its material obligations under this Agreement.                Section 4.6. Stockholder Has Adequate Information. Such Stockholder is a sophisticated stockholder and has  adequate information concerning the business and financial condition of the Parent and the Company to make an  informed  decision  regarding  the  transactions  contemplated  by  the Merger  Agreement and  has  independently  and  without reliance upon the Parent or the Company and based on such information as such Stockholder has deemed  appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that  the Company has not made and does not make any representation or warranty, whether express or implied, of any  kind or character except as expressly set forth in this Agreement. Such Stockholder acknowledges that the agreements  contained herein with respect to the Subject Shares held by such Stockholder are irrevocable.                                                     ARTICLE V                    REPRESENTATIONS AND WARRANTIES OF THE COMPANY          The Company hereby represents and warrants to the Stockholders as follows:               Section 5.1 Binding  Agreement.  The Company is  a  limited  liability  company,  duly  organized  and  validly  existing under the laws of the State of Delaware. The Company has all necessary power and authority to execute and  deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this                                                     





 






Agreement and the consummation of the transactions contemplated hereby by the Company have been duly authorized  by all necessary actions on the part of the Company. This Agreement, assuming due authorization, execution and  delivery hereof by the Stockholders, constitutes a legal, valid and binding obligation of the Company enforceable  against the Company in  accordance  with  its  terms  (except  as  such  enforceability  may  be  limited  by  bankruptcy,  insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to  or affecting creditor’s rights, and to general equitable principles).                Section 5.2 No Conflicts.                    (a) No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization       or  permit  of  any  other  person  is  necessary  for  the  execution  of  this  Agreement  by  the Company and  the       consummation by the Company of the transactions contemplated hereby.                    (b) None of the execution and delivery of this Agreement by the Company, the consummation by the       Company of the transactions contemplated hereby or compliance by the Company with any of the provisions       hereof shall (i) conflict with or result in any breach of the organizational documents of the Company, (ii) result       in,  or  give  rise  to,  a  violation  or  breach  of  or  a  default  under  any  of  the  terms  of  any  material  contract,       understanding, agreement or other instrument or obligation to which the Company is a party or by which the       Company or any of its assets may be bound, or (iii) violate any applicable order, writ, injunction, decree, law,       statute,  rule  or  regulation  of any  Governmental  Authority,  except  for  any  of  the  foregoing  as  would  not       reasonably be expected to impair the Company’s ability to perform its obligations under this Agreement in any       material respect.                                                    ARTICLE VI                                           TERMINATION                                                          Section 6.1 Termination. This  Agreement  shall  automatically  terminate,  without  any  further  action  by  the  Parties, and none of the Parties shall have any rights or obligations hereunder, and this Agreement shall become null  and void and have no effect upon the earliest to occur of: (a) as to each Stockholder, the mutual written consent of the  Company and such Stockholder, (b) the Closing Date (following the performance of the obligations of the Parties  required to be performed on the Closing Date) and (c) the date of termination of the Merger Agreement in accordance  with its terms. The termination of this Agreement shall not prevent any Party from seeking any remedies (at law or in  equity)  against  another  Party  or  relieve  such  Party  from  liability  for  such  Party’s  breach  of  any  terms  of  this  Agreement.  Notwithstanding  anything  to  the  contrary  herein,  the  provisions  of  Article  VII  shall  survive  the  termination of this Agreement.                                                    ARTICLE VII                                         MISCELLANEOUS                                                          Section 7.1 Further  Assurances.  From  time  to  time,  at  the  other  Party’s  request  and  without  further  consideration, each Party shall execute and deliver such additional documents and take all such further action as may  be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement and the Merger  Agreement.               Section 7.2 Fees and Expenses. Each of the Parties shall be responsible for its own fees and expenses (including,  without limitation, the fees and expenses of investment bankers, accountants and counsel) in connection with the  entering into of this Agreement and the consummation of the transactions contemplated hereby.               Section 7.3 No  Ownership  Interest.  Nothing  contained  in  this  Agreement  shall  be  deemed  to  vest  in  the  Company any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.               Section 7.4 Amendments, Waivers, etc. This Agreement may not be amended, changed, supplemented, waived  or otherwise modified, except upon the execution and delivery of a written agreement executed by each of the Parties.  The failure of any Party to exercise any right, power or remedy provided under this Agreement or otherwise available  in respect hereof at law or in equity, or to insist upon compliance by any other Party with its obligations hereunder,                                                      





 






and any custom or practice of the Parties at variance with the terms hereof shall not constitute a waiver by such Party  of its right to exercise any such or other right, power or remedy or to demand such compliance.               Section 7.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in  writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email  or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following  addresses (or at such other address for a Party as shall be specified by like notice):             (a) If to the Company:                                   Sidewinder Drilling, LLC                 952 Echo Ln.                 Houston, TX 77024                 Attention:     Chief Executive Officer                 Email:         agallegos@sidewinderdrilling.com                    with a copy (which shall not constitute notice) to:                           Morgan, Lewis & Bockius LLP                 101 Park Avenue                 New York, New York 10178-0060                 Attention:     Jonathan D. Morris                                Andrew L. Milano                 Email:         Jonathan.Morris@morganlewis.com                                Andrew.Milano@morganlewis.com         (b) If to the Stockholders:                    c/o Independence Contract Drilling, Inc.                 11601 Galayda St.                 Houston, TX 77086                 Attention:     Philip Choyce                 Email:         pchoyce@icdrilling.com                                  with copies (which shall not constitute notice) to:                                    Sidley Austin LLP                 1000 Louisiana, Suite 6000                 Houston, TX 77002                 Attention:     David C. Buck                 Email:         dbuck@sidley.com                             Section 7.6 Headings. The headings contained in this Agreement are for reference purposes only and shall not  affect in any way the meaning or interpretation of this Agreement.               Section 7.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being  enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless  remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is  not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid,  illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect  the  original  intent  of  the  Parties  as  closely  as  possible  in  an  acceptable  manner  to  the  end  that  the  transactions  contemplated hereby are fulfilled to the fullest extent possible.               Section 7.8 Entire Agreement; Assignment. This Agreement (together with the Merger Agreement, to the extent  referred to herein, and the schedules hereto) constitutes the entire agreement among the Parties with respect to the                                                     





 






subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties,  or any of them, with respect to the subject matter hereof.  This Agreement shall not be assigned by operation of law  or otherwise without the prior written consent of the other Party.               Section 7.9 Certificates.  Promptly  following  the  date  of  this  Agreement,  each  Stockholder  shall  advise the  Parent’s transfer agent in writing that such Stockholder’s Subject Shares are subject to the restrictions set forth herein  and, in connection therewith, provide the Parent’s transfer agent in writing with such information as is reasonable to  ensure compliance with such restrictions.               Section 7.10 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each  Party, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any  rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.               Section 7.11 Interpretation. When reference is made in this Agreement to a Section or Schedule, such reference  shall  be  to  a  Section or  Schedule of  this  Agreement  unless  otherwise  indicated. The  Schedules  attached  to  this  Agreement constitute a part of this Agreement and are incorporated herein for all purposes. Whenever the  words  “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words  “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used  in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The  word “or” shall not be exclusive. Whenever used in this Agreement, any noun or pronoun shall be deemed to include  the plural as well as the singular and to cover all genders. This Agreement shall be construed without regard to any  presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be  drafted.               Section 7.12 Governing  Law. This  Agreement  shall  be  governed  by,  and  construed  in  accordance  with,  the  internal Laws of the State of Delaware (without reference to its choice of Law rules).               Section 7.13 Specific Performance; Jurisdiction. The Parties agree that irreparable damage would occur in the  event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were  otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent  breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of  Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the  applicable Delaware state court) or, if under applicable law exclusive jurisdiction over such matter is vested in the  federal courts, any court of the United States located in the State of Delaware (or any court in which appeal from such  courts may be taken), this being in addition to any other remedy to which such Party is entitled at law or in equity. In  addition, each of the Parties (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the  State of Delaware or any court of the United States located in the State of Delaware (or any court in which appeal  from  such  courts  may  be  taken)  in  the  event  any  dispute  arises  out  of  this  Agreement  or  any  of  the  transactions  contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by  motion or other request for leave from any  such court, (c) agrees that it  will not bring any action relating to this  Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery  of the State of Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal  courts, any court of the United States located in the State of Delaware (or any court in which appeal from such courts  may be taken) and (d) consents to service being made through the notice procedures set forth in Section 7.5. Each of  the Stockholders and the Company hereby agrees that service of any process, summons, notice or document by U.S.  registered  mail  to  the  respective  addresses  set  forth  in  Section 7.5  shall  be  effective  service  of  process  for  any  proceeding in connection with this Agreement or the transactions contemplated hereby.               Section 7.14 Counterparts. This Agreement may be executed in counterparts (including by facsimile, e-mail or  pdf or other electronic document transmission), each of which when executed shall be deemed to be an original but  all of which taken together shall constitute one and the same agreement.               Section 7.15 No  Partnership,  Agency  or  Joint  Venture.  This  Agreement  is  intended  to  create  a  contractual  relationship between the Stockholders, on the one hand, and the Company, on the other hand, and is not intended to  create, and does not create, any agency, partnership, joint venture or any like relationship between or among the  Parties. Without limiting the generality of the foregoing sentence, each of the Stockholders (a) is entering into this                                                     





 






Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of  Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any  other holder of Common Stock and (b) by entering into this Agreement does not intend to form a “group” for purposes  of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable law. Each of the Stockholders  has acted independently regarding its decision to enter into this Agreement and regarding its investment in the Parent.               Section 7.16 Publication. Each Stockholder hereby permits Parent and the Company to publish and disclose,  including  in any  document  or  schedule  filed with  the  SEC  and  in  the  press  releases  announcing  the  transactions  contemplated  by  the  Merger  Agreement, and  any  other  disclosures  or  filings  required by  applicable  Law (the  “Announcement Release”), the Agreement, such Stockholder’s identity and ownership of the Subject Shares and the  nature of such Stockholder’s commitments, arrangements and understandings under this Agreement, in each case, to  the extent Parent determines that such information is required to be disclosed by applicable Law (or in the case of the  Announcement Release, to the extent the information contained therein is consistent with other disclosures being made  by Parent).  Parent is intended to be an express third party beneficiary of this Section 7.16.                                          [Remainder of Page Intentionally Left Blank]                                                       





 






        IN WITNESS WHEREOF, the Company and the Stockholders have caused this Agreement to be duly executed  as of the day and year first above written.                                                                     SIDEWINDER DRILLING, LLC                                                                                                                              By:  /s/ J. Anthony Gallegos, Jr.                                                            Name: J. Anthony Gallegos, Jr.                                                            Title: President & Chief Executive Officer                                                                                       [Signature Page to Voting and Support Agreement]  





 






     IN WITNESS WHEREOF, the Company and the Stockholders have caused this Agreement to be duly executed  as of the day and year first above written.                                                               /s/ Thomas R. Bates, Jr.                                                        Thomas R. Bates, Jr.                                                        /s/ Byron A. Dunn                                                       Byron A. Dunn                                                        /s James D. Crandell                                                       James D. Crandell                                                        /s/ Matthew D. Fitzgerald                                                       Matthew D. Fitzgera                                                        /s/ Daniel F. McNease                                                       Daniel F. McNease                                                        /s/ Tighe A. Noonan                                                       Tighe A. Noonan                                                        /s/ Philip A. Choyce                                                       Philip A. Choyce                                                        /s/ Christopher K. Menefee                                                       Christopher K. Menefee                                                         4D Global Energy Investments plc                                                        By: 4D Global Energy Advisors, SAS                                                        By: /s/ Jérôme Halbout                                                       Name: Jérôme Halbout                                                       Title: Partner                                                        4D Global Energy Development Capital Fund II                                                       PLC                                                        By: 4D Global Energy Advisors, SAS                                                        By: Jérôme Halbout                                                        Name: Jérôme Halbout                                                       Title: Partner                                [Signature Page to Voting and Support Agreement]   





 






                                                                                       SCHEDULE I                                                                                                                                      Beneficial Ownership of Securities                                                                                                                          Number       Number of                                                                          of      Common Stock  Stockholder                                                           Shares      Equivalents  Thomas R. Bates, Jr.                                                    63,686              —  Byron A. Dunn (1)                                                       522,792        400,350  James D. Crandell                                                       22,212              —  Matthew D. Fitzgerald                                                   57,658              —  Daniel F. McNease                                                       54,658              —  Tighe A. Noonan (2)                                                     38,627              —  Philip A. Choyce (3)                                                    226,217        157,000  Christopher K. Menefee                                                  72,054              —  4D Global Energy Investments plc                                      2,562,500             —  4D Global Energy Development Capital Fund II PLC                       582,113              —  Total                                                                   4,202,517      557,350     (1) Includes 21,323 shares owned by Granite One Limited Partnership, over which Mr. Dunn shares voting and      dispositive control, and 105,975 shares of common stock owned by Field Rock Partners, Limited Partnership,      over which Mr. Dunn shares voting and dispositive controls.  Common stock equivalents include shares      acquirable within 60 days pursuant to options to purchase 400,350 shares of common stock that are exercisable      within 60 days of the date of the Agreement.  (2) Does not include, and shall not be deemed to include for purposes of the Agreement, 3,144,613 shares in which      4D Global Energy Advisors SAS (“4D”) has shared voting power, including shares directly held by 4D Global      Energy Investments plc and 4D Global Energy Development Capital Fund II PLC, for each of which 4D is the      appointed Alternative Investment Fund Advisor.   (3) Common stock equivalents include shares acquirable within 60 days pursuant to options to purchase 157,000      shares of common stock that are exercisable within 60 days of the date of the Agreement.