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                     INDEPENDENCE CONTRACT DRILLING, INC.                   RESTRICTED STOCK UNIT AWARD AGREEMENT                                  (TIME VESTING)                                       Grantee:            1.    Grant of Restricted Stock Unit Award.                 (a)  As  of  February  27,  2019,  the  date  of  this  agreement  (this  “Agreement ”),   Independence Contract Drilling, Inc., a Delaware corporation (the “Company ”), hereby grants to   the Grantee (identified  above)  _______  restricted  stock  units  (the  “RSUs ”)  pursuant  to  the   Amended and Restated  Independence Contract Drilling,  Inc. 2019 Omnibus  Incentive Plan, as   amended (the “Plan ”); provided, however, the grant of RSUs contemplated herein shall be subject  to the approval of the Plan by the Company’s stockholders at the Company’s 2019 Annual Meeting  of Stockholders and if the Plan shall not be approved at such meeting, the RSUs granted hereunder  shall  be  forfeited  for  no  consideration  without  any  action  on  the  part  of  the  Company  or  the  Grantee.  Each RSUs represent the opportunity to receive one share of  Common Stock of the  Company based upon satisfaction of the vesting requirement contained herein. The Plan is hereby  incorporated in this Agreement in its entirety by reference.  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.           2.    Definitions.  All capitalized terms used herein shall have the meanings set forth in  the Plan unless otherwise provided herein.  Exhibits A and B set forth meanings for certain of the  capitalized terms used in this Agreement.         3.    Vesting and Forfeiture.  Except as otherwise provided in Exhibit C, all unvested  RSUs will be forfeited automatically by the Grantee for no consideration upon termination for any  reason  of  Grantee’s  employment  with  the  Company  or its  direct  or  indirect  subsidiaries  (the  “Company Group  ”) prior to the Vesting Date.  To the extent not forfeited prior to the Vesting  Date, the number of RSUs vesting shall, to the extent not vesting earlier pursuant to Exhibit B,  vest as follows:                  •  ____ RSUs shall vest on the first anniversary of the date of grant;                  •  ____ RSUs shall vest on the second anniversary of the date of grant;                  •  ____ RSUs shall vest on the third anniversary of the date of grant.         4.    Purchase Price.  No consideration shall be payable by the Grantee to the Company  for the RSUs.         5.    Restrictions on RSUs and Settlement of Vested RSUs.                 (a)  No Dividend Equivalents are granted with to any RSUs.      





 






                                                      With Employment Agreement                (b)  The Company shall settle vested RSUs within 30 days of the date such RSUs   vest.  Each vested RSU shall entitle the Grantee to receive one share of Common Stock.                  (c)  Nothing in this Agreement or the Plan shall be construed to:                     (i)   give the Grantee any right to be awarded any further RSUs or any        other  Award  in  the  future,  even  if  RSUs  or  other  Awards  are  granted  on  a  regular  or        repeated basis, as grants of RSUs and other Awards are completely voluntary and made        solely in the discretion of the Committee;                     (ii)  give the Grantee or any other person any interest in any fund or in        any specified asset or assets of the Company or any Affiliate; or                     (iii)  confer upon the Grantee the right to continue in the employment or         service of the Company or any Affiliate, or affect the right of the Company or any Affiliate         to terminate the employment or service of the Grantee at any time or for any reason.                (d)  The Grantee shall not have any voting rights with respect to the RSUs.          6.    Independent Legal and Tax Advice.  Grantee acknowledges that the Company  has  advised  Grantee  to  obtain  independent  legal  and  tax  advice  regarding  the  grant,  holding,  vesting and settlement of the RSUs in accordance with this Agreement and any disposition of any  such Awards or the shares of Common Stock issued with respect thereto.         7.    Reorganization of Company.  The existence of this Agreement shall not affect in  any way the right or power of the Company or its stockholders to make or authorize any or all  adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure  or its business, or any merger or consolidation of the Company, or any issue or bonds, debentures,  preferred stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale  or transfer of all or any part of its assets or business, or any other corporate act or proceeding,  whether of a similar character or otherwise.  Except as otherwise provided herein, in the event of  a Corporate Change as defined in the Plan, Section 4.5 of the Plan shall be applicable.         8.    Investment Representation.  Grantee will enter into such written representations,  warranties and agreements as the Company may reasonably request in order to comply with any  federal or state securities law.  Moreover, any stock certificate for any shares of stock issued to  Grantee  hereunder  may  contain  a  legend  restricting their  transferability  as  determined  by  the  Company in its discretion.  Grantee agrees that the Company shall not be obligated to take any  affirmative action in order to cause the issuance or transfer of shares of Stock hereunder to comply  with any law, rule or regulation that applies to the shares subject to this Agreement.         9.    No Guarantee of Employment.  This Agreement shall not confer upon Grantee  any right to continued employment with the Company or any Affiliate thereof.         10.   Withholding of Taxes.  The Company or an Affiliate shall be entitled to satisfy,  pursuant to Section 16.3 of the Plan, any and all tax withholding requirements with respect to  RSUs.                                           2  





 






                                                      With Employment Agreement          11.   General.               (a)  Notices.  All notices under this Agreement shall be mailed or delivered by hand  to the parties at their respective addresses set forth beneath their signatures below or at such other  address as may be designated in writing by either of the parties to one another, or to their permitted  transferees if applicable.  Notices shall be effective upon receipt.               (b)  Transferability of Award.  The rights of the Grantee pursuant to this Agreement  are not transferable by Grantee.  No right or benefit hereunder shall in any manner be liable for or  subject to any debts, contracts, liabilities, obligations or torts of Grantee or any permitted transferee  thereof.  Any  purported  assignment,  alienation,  pledge,  attachment,  sale,  transfer  or  other  encumbrance of the RSUs, prior to the lapse of restrictions, that does not satisfy the requirements  hereunder shall be void and unenforceable against the Company.               (c)  Amendment and Termination.  No amendment, modification or termination of  this Agreement shall be made at any time without the written consent of Grantee and the Company.               (d)  No Guarantee of Tax Consequences.  The Company and the Committee make  no commitment or guarantee that any federal, state, local or other tax treatment will (or will not)  apply or be available to any person eligible for compensation or benefits under this Agreement.   The Grantee has been advised and been provided the opportunity to obtain independent legal and  tax advice regarding the granting, vesting and settlement of RSUs pursuant to the Plan and this  Agreement and the disposition of any Common Stock acquired thereby.                (e)  Section 409A.  The award of RSUs hereunder is intended to either comply with  or be exempt from Section 409A, and the provisions of this Agreement shall be administered,  interpreted and construed accordingly. If the Grantee is a “specified employee” within the meaning  of Section 409A(a)(2)(B)(i) of the Code on the date on which the Grantee has a “separation from  service”  (other  than  due  to  death)  within the  meaning  of  Section  1.409A-1(h)  of  the  Treasury  Regulations, notwithstanding the provisions of this Agreement,  any transfer of shares or other  compensation payable on account of Grantee’s separation from service that constitute deferred  compensation  under  Section  409A  shall  take  place  on  the  earlier  of  (i)  the  first  business  day  following the expiration of six months from the Grantee’s separation from service, or (ii) such  earlier  date  as  complies  with  the  requirements  of  Section  409A.  To  the  extent  required  under  Section 409A, the Grantee shall be considered to have terminated employment with the Company  or its affiliates (the “Company Group”) when the Grantee incurs a “separation from service” with  respect to the Company Group within the meaning of Section 409A(a)(2)(A)(i) of the Code.               (f)  Severability.  In the event that any provision of this Agreement shall be held  illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall  not affect the remaining provisions of the Agreement, and the Agreement shall be construed and  enforced as if the illegal, invalid or unenforceable provision had not been included therein.               (g)  Supersedes  Prior  Agreements.   Other  than  the  Employment  Agreement,  this  Agreement shall supersede and replace all prior agreements and understandings, oral or written,  between the Company and the Grantee regarding the grant of the RSUs covered hereby.                                           3  





 






                                                      With Employment Agreement                (h)  Governing Law.  This Agreement shall be construed in accordance with the  laws of the State of Delaware without regard to its conflict of law provisions, to the extent federal  law does not supersede and preempt Delaware law.               (i)  No Trust or Fund Created.  This Agreement shall not create or be construed to  create a trust or separate fund of any kind or a fiduciary relationship between the Company or any  Affiliate and a Grantee or any other Person.  To the extent that any Person acquires a right to  receive payments from the Company or any Affiliates pursuant to this Agreement, such right shall  be no greater than the right of any general unsecured creditor of the Company or any Affiliate.               (j)  Clawback Provisions.  Notwithstanding any other provisions in this Agreement  or the Employment Agreement to the contrary, any incentive-based compensation, or any other  compensation, payable pursuant to this Agreement or any other agreement or arrangement with  the Company or an affiliate which is subject to recovery under any law, government regulation or  stock exchange listing requirement, will be subject to such deductions and clawback as may be  required  to  be  made  pursuant  to  such  law,  government  regulation  or  stock  exchange  listing  requirement  (or  any  policy  adopted  by  the  Company  or  an  affiliate  pursuant  to  such  law,  government regulation or stock exchange listing requirement.)               (k)   Restrictive  Covenants.   Grantee  agrees  to  the  restrictive  covenants  contained in Exhibit C to this Agreement.               (l)  Other Laws.  The Company retains the right to refuse to issue or transfer any  Stock if it determines that the issuance or transfer of such shares might violate any applicable law  or regulation or entitle the Company to recover under Section 16(b) of the Securities Exchange  Act of 1934.               (m)  Binding Effect.  This Agreement shall be binding upon and inure to the benefit  of any successors to the Company and all persons lawfully claiming under the Grantee.                                           4  





 






                                                      With Employment Agreement          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its  behalf by its duly authorized officer and Grantee has hereunto executed this Agreement as of the  date set forth above.                                    INDEPENDENCE CONTRACT DRILLING, INC.                                    By:                                                                              Name:  ______________________________________                                   Title:  ______________________________________                                    Address for Notices:                                                                      Independence Contract Drilling, Inc.                                   20475 Hwy 249, Suite 300                                   Houston, Texas  77070                                   Attn:  Chief Executive Officer                                                                      GRANTEE                                                                                                                                                                                                                               _____________________________________________                                    Address for Notices:                                                                      Executive’s then current address shown in the                                   Company’s records.                                          5  





 






                                        Exhibit A                                  Certain Definitions .     (1)    “Change of Control” shall mean:                     (i)   the  acquisition  by  any  individual,  entity  or  group (within  the         meaning  of  Section  13(d)(3)  or  14(d)(2)  of  the  Securities  Exchange  Act  of  1934,  as         amended (the “ Exchange Act ”)) (a “ Person ”) of beneficial ownership (within the meaning         of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or more of either (A)         the then outstanding shares of common stock or membership interests of the Company (the         “Outstanding Company Common Stock ”) or (B) the combined voting power of the then         outstanding voting securities of the Company entitled to vote generally in the election of         directors or managers (the “ Outstanding Company Voting Securities ”); provided, however,         that  for  purposes  of  this  subsection  A,  the  following  acquisitions  shall not  constitute  a         Change of Control:  (1) any acquisition directly from the Company or any acquisition by         the  Company;  or  (2)  any  acquisition  by  any  employee  benefit  plan  (or  related  trust)         sponsored or maintained by the Company or any corporation controlled by the Company;         or  (3)  any  acquisition  by  any  corporation  pursuant to  a  transaction  that  complies  with         clauses (1), (2) and (3) of subsection (i) of this definition; or                      (i)   individuals,  who,  as  of  the  date  hereof  constitute the  Board  (the         "Incumbent Board ") cease for any reason to constitute at least a majority of the Board;         provided, however, that any individual becoming a director subsequent to the date hereof         whose election, or nomination for election by the Company’s stockholders or members,         was approved by a vote of at least a majority of the directors then comprising the Incumbent         Board  shall  be  considered  as  though  such  individual  was  a  member  of  the  Incumbent         Board, but excluding, for purpose of this subsection (ii), any such individual whose initial         assumption of office occurs as  a result of  an  actual or threatened election contest with         respect to the election or removal of directors or other actual or threatened solicitation of         proxies or consents by or on behalf of a Person other than the Board;                       (ii)  consummation of a reorganization, merger or consolidation or sale         or other disposition of all or substantially all of the assets of the Company (a " Corporate         Transaction ")  in  each  case,  unless,  following  such  Corporate  Transaction,  (1)  all  or         substantially  all  of  the  individuals  and  entities  who  were  the  beneficial  owners,         respectively,  of  the  Outstanding  Company  Common  Stock  and  Outstanding  Company         Voting  Securities  immediately  prior  to  such  Corporate  Transaction  beneficially  own,         directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of         common stock and the combined voting power of the then outstanding voting securities         entitled to vote generally in the election of directors, as the case may be, of the corporation         resulting from such Corporate Transaction (including, without limitation, a corporation that         as  a  result  of  such  transaction  owns  the  Company  or  all  or  substantially  all  of  the         Company’s assets either directly or through one or more subsidiaries) in substantially the         same proportions as their ownership, immediately prior to such Corporate Transaction, of                                          6  





 






                                                With Employment Agreement                the  Outstanding  Company  Common  Stock  and  the  Outstanding  Company  Voting  Securities, as the case may be, (2) no Person (excluding any corporation resulting from  such Corporate Transaction or any employee benefit plan (or related trust) of the Company  or such corporation resulting from such Corporate Transaction) beneficially owns, directly  or indirectly, 20 percent or more of, respectively, the then outstanding shares of common  stock of the corporation resulting from such Corporate Transaction or the combined voting  power of the then outstanding voting securities of such corporation except to the extent that  such ownership existed prior to the Corporate Transaction and (3) at least a majority of the  members  of  the  board  of  directors  of  the  corporation  resulting  from  such  Corporate  Transaction were members of the  Incumbent Board at the time of the  execution of the  initial agreement, or of the action of the Board, providing for such Corporate Transaction;  or               (iii)  approval  by  the  stockholders  of  the  Company  of  a  complete  liquidation or dissolution of the Company.                                                                   7  





 






                                                      With Employment Agreement                                          Exhibit B                                                     [Termination of Employment.  In the event Grantee is party to an employment agreement  with the Company,  and if Grantee’s employment with the Company is terminated prior to the  vesting date, and such termination is  (i) by the Company without Cause, by the Grantee for Good  Reason, as such terms are defined in such Employment Agreement, then, notwithstanding any  other provision of this Agreement or the Employment Agreement, the RSUs shall  immediately  vest upon such termination of employment.]             Change  of  Control.    Notwithstanding  any  other  provision  of  this  Agreement  to  the  contrary, if, prior to termination of Grantee’s employment with Company Group, a Change of  Control occurs, then any unvested RSUs shall immediately vest upon the occurrence of the Change  of Control.                                              8  





 






                                                      With Employment Agreement                                          Exhibit C                                   Restrictive Covenants                                                      In consideration for the grant of RSU’s hereunder, which are expected to vest during   Grantee’s employment with the Company Group over the vesting period, as well as the   protection of the Company Group’s goodwill and Confidential Information, Grantee agrees to   the following:                  (a)   Certain Definitions. For purposes of this Exhibit C, the following terms shall have  the following meanings:               (i)   Cause ” shall mean Grantee’s:                           A.    willful and continued failure to comply with the reasonable               written  directives  of  the  Company  for  a  period  of  thirty  (30)  days  after  written               notice from the Company;                             B.    willful  and  persistent  inattention  to  duties  for  a period  of              thirty (30) days after written notice from the Company, or the commission of acts              within employment with the Company Group amounting to gross negligence or              willful misconduct;                           C.    misappropriation  of  funds  or  property  of  the  Company              Group or committing any fraud against the Company Group or against any other              person or entity in the course of employment with the Company Group;                           D.    misappropriation of any corporate opportunity, or otherwise              obtaining personal profit from any transaction which is adverse to the interests of              the Company Group or to the benefits of which the Company Group is entitled;                            E.    conviction of a felony involving moral turpitude;                           F.    willful  failure  to  comply  in  any  material  respect  with  the               terms of this Agreement and such non-compliance continues uncured after thirty               (30) days after written notice from the Company;                            G.    chronic substance abuse, including abuse of alcohol, drugs              or other substances or use of illegal narcotics or substances, for which Grantee fails              to undertake treatment immediately after requested by the Company or to complete              such treatment and which abuse continues or resumes after such treatment period,              or  possession  of  illegal  narcotics  or  substances  on  Company  premises  or  while              performing Grantee’s duties and responsibilities.                                          9  





 






                                                      With Employment Agreement          For purposes of this definition, no act, or failure to act, by  Grantee  will be considered        “willful” if done, or omitted to be done, by Grantee in good faith and in the reasonable        belief  that  the  act  or  omission  was  in  the  best  interest  of  the  Company  or  required  by        applicable law.         Any  termination  during  the  Employment  Term  by  the  Company  for  Cause  shall  be        communicated by Notice of Termination to the Grantee.  For purposes of this Agreement,        a “Notice of Termination ” means a written notice which sets forth in reasonable detail the        facts  and  circumstances  claimed  to  provide  a  basis for  termination  of  the  Grantee’s        employment  for  “Cause”    The  failure  by  the  Company  to  set  forth  in  the  Notice  of        Termination any fact or circumstance which contributes to a showing of Cause shall not        waive any right of the Company from asserting such fact or circumstance in enforcing the        Company’s rights hereunder.                 (ii)  “Confidential Information ” means any information, knowledge or data of        any  nature  and  in  any  form  (including  information  that  is  electronically  transmitted  or        stored on any form of magnetic or electronic storage media) relating to the past, current or        prospective business or operations of the Company Group, that is not generally known to        persons engaged in a business similar to that conducted by the Company Group, whether        produced  by  the  Company  Group  or  any  of  its  consultants,  agents  or  independent        contractors  or  by  Grantee,  and  whether  or  not  marked  confidential.    Confidential        information does not include information that (1) at the time of disclosure is, or thereafter        becomes, generally available to the public, (2) prior to or at the time of disclosure was        already in the possession of Grantee, (3) is obtained by Grantee from a third party not in        violation  of  any  contractual,  legal  or  fiduciary  obligation  to  the  Company  Group  with        respect to that information or (3) is independently developed by Grantee, but not including        the confidential information provided by the Company Group.               (iii)  “Restricted  Business ”  means  any  the  oil  and  natural  gas  land  contract        drilling business conducted in the United States of America.           (b)   Nondisclosure  of  Confidential  Information.   Grantee  shall  hold  in  a  fiduciary  capacity for the benefit of the Company Group all Confidential Information which shall have been  obtained by Grantee during Grantee’s employment and shall not use such Confidential Information  other than within the scope of Grantee’s employment with and for the exclusive benefit of the  Company Group.  Following any termination of employment with the Company Group, Grantee  agrees (i) not to communicate, divulge or make available to any person or entity (other than the  Company  Group)  any  such  Confidential  Information,  except  (A)  upon  the  prior  written  authorization  of  the  Company  Group,  (B)  as  may  be  required  by  law  or  legal  process,  (C)  as  reasonably necessary in connection with the enforcement of any right or remedy related to this  Agreement, or (D) unless no longer Confidential Information, and (ii) to deliver promptly to the                                           10  





 






                                                      With Employment Agreement    Company Group any Confidential Information in Grantee’s possession, including any duplicates  thereof and any notes or other records Grantee has prepared with respect thereto. In the event that  the provisions of any applicable law or the order of any court would require Grantee to disclose or  otherwise  make  available  any  Confidential  Information  then  Grantee  shall,  to  the  extent  practicable, give the Company prior written notice of such required disclosure and an opportunity  to contest the requirement of such disclosure or apply for a protective order with respect to such  Confidential Information by appropriate proceedings.            (c)   Limited  Covenant  Not  to  Compete.   In  the  event  Grantee’s  employment  is  terminated by Grantee for any reason or by the Company Group for Cause, Grantee agrees that  during the period beginning on the date of such termination and ending on the twelve (12) month  anniversary of the date of such termination:                 (i)   Grantee shall not, directly or indirectly, for himself or others, own, manage,        operate, control or participate in the ownership, management, operation or control of any        business,  whether  in  corporate,  proprietorship  or  partnership  form  or  otherwise,  that  is        engaged, directly or indirectly, in the United States in the Restricted Business; provided,        however ,  that  the  restrictions  contained  herein  shall  not restrict  (A)  the  acquisition  by        Grantee of less than 2% of the outstanding capital stock of any publicly traded company        engaged in a Restricted Business or (B) Grantee from being employed by an entity in which        the majority of such entity’s revenues on a consolidated basis determined in accordance        with generally accepted accounting principles are from activities and businesses that do        not constitute a Restricted Business and provided that Grantee is only employed by and        engaged  with  divisions  and  units  of  such  entity  that  are  not  engaged  in  the  Restricted        Business; and               (ii)  Grantee shall not, directly or indirectly (A) solicit any individual, who, at         the time of time of such solicitation is an employee of the Company Group, to leave such         employment  or  hire,  employ  or  otherwise  engage  any such  individual  (other  than         employees of the Company Group who respond to general advertisements for employment         in  newspapers  or  other  periodicals  of  general  circulation  (including  trade  journals)),  or         (B) cause,  induce  or  encourage  any  material  actual or  prospective  client,  customer,         supplier, landlord, lessor or licensor of the Company Group to terminate or modify any         such actual or prospective contractual relationship that exists on the date of termination of         employment.      For purposes of clarity, it is understood that the provisions of this paragraph C are not applicable   if Grantee’s employment with the Company Group is terminated by the Company Group without   Cause.                                           11  





 






                                                      With Employment Agreement    In addition, it is understood that the provisions of this paragraph C shall terminate in all  respects on the fourth anniversary of the date of the Agreement to which this Exhibit C is a  part.         (d)   Injunctive  Relief;  Remedies.   The  covenants  and  undertakings  contained  in  this  Exhibit  C  relate  to  matters  which  are  of  a  special,  unique  and  extraordinary  character  and  a  violation of any of the terms of this Exhibit C will cause irreparable injury to the Company Group,  the amount of which will be impossible to estimate or determine and which cannot be adequately  compensated.  Accordingly, the remedy at law for any breach of this Exhibit C may be inadequate.   Therefore, notwithstanding anything to the contrary, the Company will be entitled to an injunction,  restraining order or other equitable relief from any court of competent jurisdiction in the event of  any breach of any provision of this Exhibit C without the necessity of proving actual damages or  posting any bond whatsoever.  The rights and remedies provided by this Exhibit C are cumulative  and in addition to any other rights and remedies which the Company Group may have hereunder  or at law or in equity.  The parties hereto further agree that, if any court of competent jurisdiction  in a final nonappealable judgment determines that a time period, a specified business limitation or  any other relevant feature of this Exhibit C is unreasonable, arbitrary or against public policy, then  a  lesser  time  period,  geographical  area,  business  limitation  or  other  relevant  feature  which  is  determined by such court to be reasonable, not arbitrary and not against public policy may be  enforced against the applicable party.           (e)   Governing Law of this Exhibit C; Consent to Jurisdiction. Any dispute regarding  the reasonableness of the covenants and agreements set forth in this Exhibit C, or the territorial  scope or duration thereof, or the remedies available to the Company upon any breach of such  covenants and agreements, shall be governed by and interpreted in accordance with the laws of the  state of Texas, without regard to conflict of law provisions thereof, and, with respect to each such  dispute, the Company and Grantee each hereby irrevocably consent to the exclusive jurisdiction  of the State of Texas for resolution of such dispute, and further agree that service of process may  be made upon Grantee in any legal proceeding relating to this Exhibit C by any means allowed  under the laws of such state.          (f)   Grantee’s  Understanding  of  this  Section.   Grantee  hereby  represents  to  the  Company that Grantee has read and understands, and agrees to be bound by, the terms of this  Exhibit  C.  Grantee  acknowledges  that  the  geographic  scope  and  duration  of  the  covenants  contained in Exhibit C are the result of arm’s-length bargaining and are fair and reasonable in light  of (i) the importance of the functions performed by Grantee and the length of time it would take  the Company Group to find and train a suitable replacement, (ii) the nature and wide geographic  scope of the operations of the Company Group, (iii) Grantee’s level of control over and contact  with the Company Group’s business and operations in all jurisdictions where they are located, and  (iv) the fact that the Restricted Business is potentially conducted throughout the geographic area  where competition is restricted by this Agreement. It is the desire and intent of the parties that the                                           12  





 






                                                      With Employment Agreement    provisions of this Agreement be enforced to the fullest extent permitted under applicable law,  whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the  parties hereto waive any provision of applicable law that would render any provision of this Exhibit  C invalid or unenforceable.                                                     13