formofindemnification






                    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”).               WHEREAS, it is reasonable, prudent and necessary for the Company        contractually to obligate itself to indemnify certain of its Authorized Representatives (as        defined below) of the Company to the fullest extent permitted by applicable law so that       they will serve or continue to serve as such free from undue concern that they will not be        adequately protected;               WHEREAS, the Indemnitee is willing to serve and continue to serve as an       Authorized Representative on the condition that he be so indemnified; and               WHEREAS, to the extent permitted by law, this Agreement is a supplement to       and in furtherance of the provisions of the certificate of incorporation (the “Certificate”)        and bylaws of the Company (the “Bylaws”), in each case as amended and effect on the        date hereof, or resolutions adopted pursuant thereto, and shall not be deemed a substitute        therefor, nor to diminish or abrogate any rights of the Indemnitee thereunder;               NOW THEREFORE, in consideration of the premises and the covenants        contained herein, the Company and the Indemnitee do hereby covenant and agree as        follows:               1. Services by the Indemnitee.  The Indemnitee agrees to continue to serve at the  request of the Company as an Authorized Representative.  Notwithstanding the foregoing, the  Indemnitee may at any time and for any reason resign from any such position.               2. Indemnification - General.  The Company shall indemnify, and advance  Expenses (as hereinafter defined) to, the Indemnitee as provided in this Agreement and to the  fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as  applicable law may thereafter from time to time permit.  The rights of the Indemnitee provided  under the preceding sentence shall include, but shall not be limited to, the rights set forth in the  other Sections of this Agreement.               3. Proceedings Other Than Proceedings by or in the Right of the Company.  The  Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason  of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or  participant in any threatened, pending or completed Proceeding (as hereinafter defined), other than  a Proceeding by or in the right of the Company.  Pursuant to this Section 3, the Company shall  indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts paid in  settlement (as and to the extent permitted hereunder) actually and reasonably incurred by him or  on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted  in good faith and in a manner he reasonably believed to be in or not opposed to the best interests  of the Company, and, with respect to any criminal Proceeding, if he also had no reasonable cause  to believe his conduct was unlawful.    HOU:3446384.1 





 






                 4. Proceedings by or in the Right of the Company.  The Indemnitee shall be   entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate   Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or   completed Proceeding brought by or in the right of the Company to procure a judgment in its favor.    Pursuant to this Section 4, the Company shall indemnify the Indemnitee against Expenses actually   and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in   good faith and in a manner he reasonably believed to be in or not opposed to the best interests of   the Company.  Notwithstanding the foregoing, no indemnification against such Expenses shall be   made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall  have been adjudged to be liable to the Company or if applicable law prohibits such  indemnification; provided, however, that if applicable law so permits, indemnification against   Expenses shall nevertheless be made by the Company in such event if and to the extent that the   court in which such Proceeding shall have been brought or is pending, shall so determine.                5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.                (a)  To the extent that the Indemnitee is, by reason of his Corporate Status, a   party to and is successful, on the merits or otherwise, in any Proceeding, the Company shall   indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his   behalf in connection therewith.  If the Indemnitee is not wholly successful in defense of any   Proceeding but is successful, on the merits or otherwise, as to one or more but less than all   claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee   against all Expenses actually and reasonably incurred by him or on his behalf in connection with   each such claim, issue or matter as to which the Indemnitee is successful, on the merits or   otherwise.  For purposes of this Section 5(a), the term “successful, on the merits or otherwise,”   shall include, but shall not be limited to, (i) the termination of any claim, issue or matter in a   Proceeding by withdrawal or dismissal, with or without prejudice, (ii) termination of any claim,   issue or matter in a Proceeding by any other means without any express finding of liability or   guilt against the Indemnitee, with or without prejudice or (iii) the expiration of 120 days after the   making of a claim or threat of a Proceeding without the institution of the same and without any   promise or payment made to induce a settlement.  The provisions of this Section 5(a) are subject   to Section 5(b) below.                (b)   In no event shall the Indemnitee be entitled to indemnification under   Section 5(a) above with respect to a claim, issue or matter to the extent (i) applicable law   prohibits such indemnification, or (ii) an admission is made by the Indemnitee in writing to the   Company or in such Proceeding or a final, nonappealable determination is made in such   Proceeding that the standard of conduct required for indemnification under this Agreement has   not been met with respect to such claim, issue or matter.                6. Indemnification for Expenses as a Witness.  Notwithstanding any provisions   herein to the contrary, to the extent that the Indemnitee is, by reason of his Corporate Status, a   witness in any Proceeding, the Company shall indemnify the Indemnitee against all Expenses   actually and reasonably incurred by or on behalf of the Indemnitee in connection therewith.                7. Advancement of Expenses.  The Company shall advance all reasonable   Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding within 10                                          2   HOU:3446384.1 





 






     days after the receipt by the Company of a statement or statements from the Indemnitee requesting   such advance or advances from time to time, whether prior to or after the final disposition of such  Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by or  on behalf of the Indemnitee.  The Indemnitee hereby expressly undertakes to repay such amounts  advanced only if, and to the extent that, it shall ultimately be determined by a final, non-appealable  adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against  such Expenses.  All amounts advanced to the Indemnitee by the Company pursuant to this Section   7 shall be without interest.  The Company shall make all advances pursuant to this Section 7   without regard to the financial ability of the Indemnitee to make repayment, without bond or other  security and without regard to the prospect of whether the Indemnitee may ultimately be found to  be entitled to indemnification under the provisions of this Agreement.  Any required  reimbursement of Expenses by the Indemnitee shall be made by the Indemnitee to the Company  within 10 days following the entry of the final, non-appealable adjudication or arbitration decision  pursuant to which it is determined that the Indemnitee is not entitled to be indemnified against  such Expenses.               8. Procedure for Determination of Entitlement to Indemnification.               (a) To obtain indemnification under this Agreement, the Indemnitee shall submit  to the Company a written request therefor, along with such documentation and information as is  reasonably available to the Indemnitee and reasonably necessary to determine whether and to what  extent the Indemnitee is entitled to indemnification; provided, however, that no deficiency in any  such request, documentation or information shall adversely affect the Indemnitee’s rights to  indemnification or advancement of expenses under this Agreement.  The Secretary of the  Company shall, promptly upon receipt of such a request for indemnification, advise the Board in  writing that the Indemnitee has requested indemnification.               (b) Upon written request by the Indemnitee for indemnification pursuant to the first  sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to the   Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the Board by a majority   vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a quorum   of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such   quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined), as   selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may be a “more   likely than not” opinion), a copy of which shall be delivered to the Indemnitee.  If it is so   determined that the Indemnitee is entitled to indemnification, the Company shall make payment   to the Indemnitee within 10 days after such determination.  The Indemnitee shall cooperate with   the Person or Persons making such determination with respect to the Indemnitee’s entitlement to   indemnification, including providing to such Person or Persons upon reasonable advance request   any documentation or information which is not privileged or otherwise protected from disclosure   and which is reasonably available to the Indemnitee and reasonably necessary to such   determination.  Subject to the provisions of Section 10 hereof, any costs or expenses (including   reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with   the Person or Persons making such determination shall be borne by the Company, and the   Company hereby agrees to indemnify and hold the Indemnitee harmless therefrom.                                           3   HOU:3446384.1 





 






                 (c) Notwithstanding the foregoing, if a Change of Control has occurred, the   Indemnitee may require a determination with respect to the Indemnitee’s entitlement to   indemnification to be made by Independent Counsel, as selected pursuant to Section 8(d), in a   written opinion to the Board (which opinion may be a “more likely than not” opinion), a copy of   which shall be delivered to the Indemnitee.                (d) In the event the determination of entitlement to indemnification is to be made   by Independent Counsel pursuant to Section 8(b) or (c) hereof, the Independent Counsel shall be   selected as provided in this Section 8(d).  If a Change of Control shall not have occurred, the   Independent Counsel shall be selected by the Board (including a vote of a majority of the   Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee   advising him of the identity of the Independent Counsel so selected.  If a Change of Control shall   have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee  shall request that such selection be made by the Board, in which event the preceding sentence shall  apply), and approved by the Company (which approval shall not be unreasonably withheld,  conditioned or delayed).  If (i) an Independent Counsel is to make the determination of entitlement  pursuant to Section 8(b) or (c) hereof, and (ii) within 20 days after submission by the Indemnitee   of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel   shall have been selected, either the Company or the Indemnitee may petition the Chancery Court   of the State of Delaware for the appointment as Independent Counsel of a Person selected by such   court or by such other Person as such court shall designate.  The Company shall pay any and all   reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in   connection with acting pursuant to Section 8(b) or (c) hereof, and the Company shall pay all   reasonable fees and expenses incident to the procedures of this Section 8(d), regardless of the   manner in which such Independent Counsel was selected or appointed.  Upon the due   commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iv) of this   Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in   such capacity (subject to the applicable standards of professional conduct then prevailing).                9. Presumptions and Effect of Certain Proceedings; Construction of Certain   Phrases.                (a) In making a determination with respect to whether the Indemnitee is entitled to   indemnification hereunder, the Person(s) making such determination shall presume that the   Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a   request for indemnification in accordance with Section 8(a) of this Agreement, and anyone seeking   to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear   and convincing evidence.                 (b) Subject to the terms of Section 16 below, the termination of any Proceeding or   of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea  of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this  Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a  presumption that the Indemnitee did not act in good faith and in a manner which he reasonably  believed to be in or not opposed to the best interests of the Company or, with respect to any  criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was  unlawful.                                          4   HOU:3446384.1 





 






                 (c) For purposes of any determination of the Indemnitee’s entitlement to   indemnification under this Agreement or otherwise, the Indemnitee shall be deemed to have acted   in good faith and in a manner he reasonably believed to be in or not opposed to the best interests   of the Company, and, with respect to a criminal Proceeding, to have also had no reasonable cause   to believe his conduct was unlawful, if it is determined by the Board or by the Independent   Counsel, as applicable, that Indemnitee’s action is based on the Indemnitee’s reliance in good faith   on the records or books of account of the Company or another enterprise, including financial   statements, or on information supplied to the Indemnitee by the officers of the Company or another   enterprise in the course of their duties, or on the advice of legal or financial counsel for the   Company or the Board (or any committee thereof) or for another enterprise or its board of directors   (or any committee thereof), or on information or records given or reports made by an independent   certified public accountant or by an appraiser or other expert selected by the Company or the Board   (or any committee thereof) or by another enterprise or its board of directors (or any committee   thereof).  For purposes of this Section 9(c), the term “another enterprise” means any other   corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or   other enterprise of which the Indemnitee is or was serving at the request of the Company as a   director, officer, employee or agent.  The provisions of this Section 9(c) shall not be deemed to be   exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed   or found to have met the applicable standard of conduct set forth in this Agreement.  In addition,  the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing  member, fiduciary, officer, agent or employee of the Company shall not be imputed to the  Indemnitee for purposes of determining the right to indemnification under this Agreement.    Whether or not the foregoing provisions of this Section 9(c) are satisfied, it shall in any event be   presumed that the Indemnitee has acted in good faith and in a manner he reasonably believed to   be in or not opposed to the best interests of the Company, and, with respect to a criminal   Proceeding, that he also had no reasonable cause to believe his conduct was unlawful.  Anyone   seeking to overcome this presumption shall have the burden of proof and the burden of persuasion,   by clear and convincing evidence.                (d) For purposes of this Agreement, references to “fines” shall include any excise   taxes assessed on the Indemnitee with respect to an employee benefit plan; references to “serving   at the request of the Company” shall include, but shall not be limited to, any service as a director,   officer, employee or agent of the Company which imposes duties on, or involves services by, the   Indemnitee with respect to an employee benefit plan, its participants or its beneficiaries; and if the   Indemnitee has acted in good faith and in a manner he reasonably believed to be in the interest of   the participants and beneficiaries of an employee benefit plan, he shall be deemed to have acted in   a manner “not opposed to the best interests of the Company” as used in this Agreement.  The   provisions of this Section 9(d) shall not be deemed to be exclusive or to limit in any way the other   circumstances in which the Indemnitee may be deemed or found to have met the applicable   standard of conduct set forth in this Agreement.                10. Remedies of the Indemnitee.                (a) In the event that (i) a determination is made pursuant to Section 8 of this   Agreement that the Indemnitee is not entitled to indemnification under this Agreement,   (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the   determination of entitlement to indemnification is to be made by the Board pursuant to Section 8(b)                                          5   HOU:3446384.1 





 






     of this Agreement and such determination shall not have been made and delivered to the   Indemnitee in writing within twenty (20) days after receipt by the Company of the request for   indemnification, (iv) the determination of entitlement to indemnification is to be made by   Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such determination   shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee   within forty-five (45) days after receipt by the Company of the request for indemnification, (v)  payment of indemnification is not made pursuant to Section 6 of this Agreement within 10 days   after receipt by the Company of a written request therefor or (vi) payment of indemnification is   not made within 10 days after a determination has been made that the Indemnitee is entitled to   indemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of   this Agreement, the Indemnitee shall be entitled to an adjudication in the Court of Chancery of the   State of Delaware of his entitlement to such indemnification or advancement of Expenses.    Alternatively, the Indemnitee, at his sole option, may seek an award in arbitration to be conducted   by a single arbitrator pursuant to the rules of the American Arbitration Association.  The   Indemnitee shall commence such Proceeding seeking an adjudication or an award in arbitration   within 180 days following the date on which the Indemnitee first has the right to commence such   Proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not   apply in respect of a Proceeding brought by the Indemnitee to enforce his rights under Section 5   of this Agreement.                (b) In the event that a determination is made pursuant to Section 8 of this   Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding or   arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo   trial or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be  prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration  commenced pursuant to this Section 10, the Company shall have the burden of proving that the   Indemnitee is not entitled to indemnification, and the Company shall be precluded from referring  to or offering into evidence a determination made pursuant to Section 8 of this Agreement that is   adverse to the Indemnitee’s right to indemnification.  If the Indemnitee commences a judicial   proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to   reimburse the Company for any advances pursuant to Section 7 until a final determination is made   with respect to the Indemnitee’s entitlement to indemnification (as to which all rights of appeal   have been exhausted or have lapsed).                (c) If a determination is made or deemed to have been made pursuant to Section 8   or 9 of this Agreement that the Indemnitee is entitled to indemnification, the Company shall be   bound by such determination in any judicial proceeding or arbitration commenced pursuant to this   Section 10, absent (i) an intentional misstatement by the Indemnitee of a material fact, or an   intentional omission by the Indemnitee of a material fact necessary to make the Indemnitee’s  statement not materially misleading, in connection with the request for indemnification, or (ii) a  prohibition of such indemnification under applicable law.               (d) The Company shall be precluded from asserting in any judicial proceeding or  arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this   Agreement are not valid, binding and enforceable and shall stipulate in any such court or before  any such arbitrator that the Company is bound by all of the provisions of this Agreement.                                           6   HOU:3446384.1 





 






                 (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial   adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach   of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be   indemnified by the Company against, any and all Expenses actually and reasonably incurred by   him in such judicial adjudication or arbitration to the fullest extent permitted by law; provided,   however, that until a final determination is made, the Indemnitee shall be entitled under Section 7   to receive payment of Expenses hereunder with respect to such Proceeding.  In the event that a   Proceeding is commenced by or in the right of the Company against the Indemnitee to enforce or   interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from the   Company, and shall be indemnified by the Company against, any and all Expenses actually and   reasonably incurred by him in such Proceeding (including with respect to any counter-claims or   cross-claims made by the Indemnitee against the Company in such Proceeding) to the fullest extent  permitted by law; provided, however, that until a final determination is made, the Indemnitee shall  be entitled under Section 7 to receive payment of Expenses hereunder with respect to such   Proceeding.                (f) Any judicial adjudication or arbitration determined under this Section 10 shall   be final and binding on the parties.                11. Defense of Certain Proceedings.  In the event the Company shall be obligated   under this Agreement to pay the Expenses of any Proceeding against the Indemnitee in which the   Company is a co-defendant with the Indemnitee, the Company shall be entitled to assume the   defense of such Proceeding, with counsel approved by the Indemnitee, which approval shall not   be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to   do so.  After delivery of such notice, approval of such counsel by the Indemnitee and the retention  of such counsel by the Company, the Indemnitee shall nevertheless be entitled to employ or  continue to employ his own counsel in such Proceeding.  Employment of such counsel by the  Indemnitee shall be at the cost and expense of the Company unless and until the Company shall  have demonstrated to the reasonable satisfaction of the Indemnitee and the Indemnitee’s counsel  that there is complete identity of issues and defenses and no conflict of interest between the  Company and the Indemnitee in such Proceeding, after which time further employment of such  counsel by the Indemnitee shall be at the cost and expense of the Indemnitee.  In all events, if the  Company shall not, in fact, have timely employed counsel to assume the defense of such  Proceeding, then the fees and Expenses of the Indemnitee’s counsel shall be at the cost and expense  of the Company.               12. Exception to Right of Indemnification or Advancement of Expenses.   Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to  indemnification or advancement of Expenses under this Agreement with respect to any  Proceeding, or any claim therein, brought or made by the Indemnitee against:               (a) the Company, except for (i) any claim or Proceeding in respect of this  Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or  enforce a right to indemnification under any statute or law, other agreement with the Company or  the Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, and (iii) any  counter-claim or cross-claim brought or made by him against the Company in any Proceeding  brought by or in the right of the Company against him; or                                          7   HOU:3446384.1 





 






               (b) any other Person, except for Proceedings or claims approved by the Board.               13. Contribution.               (a) If, with respect to any Proceeding, the indemnification provided for in this  Agreement is held by a court of competent jurisdiction to be unavailable to the Indemnitee for any  reason other than that the Indemnitee did not act in good faith and in a manner he reasonably  believed to be in or not opposed to the best interests of the Company or, with respect to a criminal  Proceeding, that the Indemnitee had reasonable cause to believe his conduct was unlawful, the  Company shall contribute to the amount of Expenses, judgments, penalties, fines and amounts paid  in settlement actually and reasonably incurred by the Indemnitee or on his behalf in connection  with such Proceeding or any claim, issue or matter therein in such proportion as is appropriate to  reflect the relative benefits received by the Indemnitee and the relative fault of the Indemnitee  versus the other defendants or participants in connection with the action or inaction which resulted  in such Expenses, judgments, penalties, fines and amounts paid in settlement, as well as any other  relevant equitable considerations.               (b) The Company and the Indemnitee agree that it would not be just and equitable  if contribution pursuant to this Section 13 were determined by pro rata or per capita allocation or  by any other method of allocation which does not take into account the equitable considerations  referred to in Section 13(a) above.               (c) No Person found guilty of fraudulent misrepresentation (within the meaning of  Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any Person who  was not found guilty of such fraudulent misrepresentation.               14. Officer and Director Liability Insurance.               (a) The Company shall use all commercially reasonable efforts to obtain and  maintain in effect during the entire period for which the Company is obligated to indemnify the  Indemnitee under this Agreement, one or more policies of insurance with reputable insurance  companies to provide the directors and officers of the Company with coverage for losses from  wrongful acts and omissions and to ensure the Company’s performance of its indemnification  obligations under this Agreement.  In all such insurance policies, the Indemnitee shall be named  as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as  are accorded to the most favorably insured of the Company’s directors and officers.   Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such  insurance if the Company determines in good faith that the Indemnitee is covered by such  insurance maintained by a subsidiary or parent of the Company.               (b) To the extent that the Company maintains an insurance policy or policies  providing liability insurance for directors or officers of any other corporation, partnership, limited  liability company, joint venture, trust, employee benefit plan or other enterprise which the  Indemnitee serves at the request of the Company, the Indemnitee shall be named as an insured  under and shall be covered by such policy or policies in accordance with its or their terms to the  maximum extent of the coverage available for the most favorably insured director or officer under  such policy or policies.                                          8  HOU:3446384.1 





 






                 (c) In the event that the Company is a named insured under any policy or policies  of insurance referenced in either Section 14(a) or (b) above, the Company hereby covenants and   agrees that it will not settle any claims or Proceedings that may be covered by such policy or   policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties,   fines or amounts paid in settlement without the prior written consent of the Indemnitee.                15. Security.  Upon reasonable request by the Indemnitee, the Company shall   provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable   bank letter of credit, funded trust or other similar collateral.  Any such security, once provided to   the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee,   which consent may be granted or withheld at the Indemnitee’s sole and absolute discretion.                16. Settlement of Claims.  The Company shall not be liable to indemnify the   Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected   without the Company’s written consent, which consent shall not be unreasonably withheld.                17. Duration of Agreement.  This Agreement shall be unaffected by the termination   of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may   have any liability or potential liability by virtue of his Corporate Status, including, without   limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is   granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding   commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether   or not he is acting or serving in such capacity at the time any liability or Expense is incurred for   which indemnification can be provided under this Agreement.  This Agreement shall be binding  upon and inure to the benefit of and be enforceable by the parties hereto and their respective  successors (including any direct or indirect successor by purchase, merger, consolidation or  otherwise to all or substantially all of the business or assets of the Company), assigns, spouses,  heirs, executors and personal and legal representatives.               18. Remedies of the Company.  The Company hereby covenants and agrees to  submit any and all disputes relating to this Agreement that the parties are unable to resolve between  themselves to binding arbitration pursuant to the rules of the American Arbitration Association  and waives all rights to judicial adjudication of any matter or dispute relating to this Agreement  except where judicial adjudication is requested or required by the Indemnitee.               19. Limitation of Liability.  Notwithstanding any other provision of this Agreement,  neither party shall have any liability to the other for, and neither party shall be entitled to recover  from the other, any consequential, special, punitive, multiple or exemplary damages as a result of  a breach of this Agreement.               20. Subrogation.  In the event of any payment under this Agreement, the Company  shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee,  who shall execute all papers required and take all action necessary to secure such rights, including  execution of such documents as are necessary to enable the Company to bring suit to enforce such  rights.               21. Definitions.  For purposes of this Agreement:                                           9   HOU:3446384.1 





 






                 (a) “Affiliate” means, with respect to any Person, any other Person directly or   indirectly controlling, controlled by or under common control with such Person.  For purposes   hereof, “control” (including, with correlative meaning, the terms “controlling”, “controlled by”   and “under common control with”) means the possession, directly or indirectly, of the power to   direct or cause the direction of management and policies of such Person, by contract or otherwise.                (b) “Authorized Representative” means (i) a director, officer, employee, agent or   fiduciary of the Company or any Subsidiary and (ii) a person serving at the request of the Company   or any Subsidiary as a director, officer, employee, fiduciary or other representative of another   corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or   other enterprise.                (c) “Board” means the Board of Directors of the Company.                (d) “Change of Control” shall mean a change in control of the Company occurring   after the date of this Agreement of a nature that would be required to be reported in response to   Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar   schedule or form) promulgated under the Exchange Act, whether or not the Company is then   subject to such reporting requirement.  Without limiting the foregoing, such a Change in Control  shall be deemed to have occurred if, after the date of this Agreement, (i) any “person” (as such  term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder is or  becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),  directly or indirectly, of securities of the Company representing 20% or more of the combined   voting power of the Company’s then outstanding securities entitled to vote generally in the election   of directors without the prior approval of at least two-thirds of the members of the Board in office   immediately prior to such person attaining such percentage interest; (ii) the Company is a party to   a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence   of which members of the Board in office immediately prior to such transaction or event constitute   less than a majority of the Board thereafter; (iii) during any period of two consecutive years,   individuals who at the beginning of such period constituted the Board (including for this purpose   any new director whose election or nomination for election by the Company’s shareholders was  approved by a vote of at least two-thirds of the directors then still in office who were directors at  the beginning of such period) cease for any reason to constitute at least a majority of the Board; or  (iv) approval by the shareholders of the Company of a liquidation or dissolution of the Company.               (e) “Company” means Independence Contract Drilling, Inc., a Delaware   corporation.                (f) “Corporate Status” describes the status of an individual who is or was an officer,   director, employee or agent of the Company or any of the Company’s Affiliates, or is or was   serving at the request of the Company or any of its Affiliates as an officer, director, employee,   agent or trustee of another corporation, partnership, limited liability company, joint venture, trust,   employee benefit plan or other enterprise.                (g) “Disinterested Director” means a director of the Company who is not and was   not a party to, or otherwise involved in, the Proceeding for which indemnification is sought by the   Indemnitee.                                           10   HOU:3446384.1 





 






                 (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.                (i) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,   transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and   binding costs, telephone charges, postage, delivery service fees and all other disbursements or   expenses of the types customarily incurred in connection with prosecuting, defending, preparing   to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.                (j) “Independent Counsel” means a law firm or a member of a law firm that is   experienced in matters of corporation law and neither presently is, nor in the past five (5) years   has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either   such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification   hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any  Person who, under the applicable standards of professional conduct then prevailing, would have a  conflict of interest in representing either the Company or the Indemnitee in an action to determine  the Indemnitee’s rights under this Agreement.               (k) “Permitted Holder” means MSD Partners, LLP and any other partnerships,   funds or other entities either controlled by such entities or their Affiliates or for which such Persons   have voting or investment control over shares of the Company’s securities without other control.                (l) “Person” means a natural person, firm, partnership, joint venture, association,   corporation, company, limited liability company, trust, business trust, estate or other entity.               (m) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution   mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal,   administrative or investigative.                22. Non-Exclusivity.  The Indemnitee’s rights of indemnification and to receive   advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any   other rights to which the Indemnitee may at any time be entitled under applicable law, the   Certificate, the Bylaws, any other agreement, a vote of stockholders, a resolution of directors or   otherwise.                23. Remedies Not Exclusive.  No right or remedy herein conferred upon the   Indemnitee is intended to be exclusive of any other right or remedy, and every other right or   remedy shall be cumulative of and in addition to the rights and remedies given hereunder or now   or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or   remedy of the Indemnitee hereunder or otherwise shall not be deemed an election of remedies on   the part of the Indemnitee and shall not prevent the concurrent assertion or employment of any   other right or remedy by the Indemnitee.                24. Changes in Law.  In the event that a change in applicable law after the date of   this Agreement, whether by statute, rule or judicial decision, expands or otherwise increases the   right or ability of a Delaware corporation to indemnify (or otherwise pay or advance Expenses as   to any Proceeding for the benefit of) a member of its board of directors or an officer, the Indemnitee   shall, by this Agreement, enjoy the greater benefits so afforded by such change.  In the event that   a change in applicable law after the date of this Agreement, whether by statute, rule or judicial                                          11   HOU:3446384.1 





 






     decision, narrows or otherwise reduces the right or ability of a Delaware corporation to indemnify   (or otherwise pay or advance Expenses as to any Proceeding for the benefit of) a member of its   board of directors or an officer, such change shall have no effect on this Agreement or any of the   Indemnitee’s rights hereunder, except and only to the extent required by law.                25. Interpretation of Agreement; Negligence.  The Company and the Indemnitee   acknowledge and agree that it is their intention that this Agreement be interpreted and enforced so   as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by   law.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING< THE   COMPANY AND THE INDEMNITEE EACH HEREBY EXPRESSLY   ACKNOWLEDGES AND AGREES THAT (A) THE INDEMNIFICATION PROVIDED   UNDER THIS AGREEMENT SHALL EXTEND TO AND INCLUDE, BUT SHALL NOT   BE LIMITED TO, INDEMNIFICATION FOR EXPENSES, JUDGMENTS, PENALTIES,   FINES AND AMOUNTS PAID IN SETTLEMENT ARISING, IN WHOLE OR IN PART,   OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE INDEMNITEE AND   (B) THIS SECTION 25 CONSTITUTES A CONSPICUOUS NOTICE OF SUCH   AGREEMENT FOR ALL PURPOSES.                26. Severability.  If any provision or provisions of this Agreement shall be held to   be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and   enforceability of the remaining provisions of this agreement (including, without limitation, each  portion of any Section of this Agreement containing any such provision held to be invalid, illegal  or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or  provisions will be deemed reformed to the extent necessary to conform to applicable law and to  give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the  provisions of this Agreement (including, without limitation, each portion of any Section of this  Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not  itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent  manifested by the provision or provisions held invalid, illegal or unenforceable.               27. Governing Law; Jurisdiction and Venue; Specific Performance.               (a) The parties agree that this Agreement shall be governed by, and construed  and enforced in accordance with, the internal laws of the State of Delaware without giving  effect to any choice or conflict of law provision or rule (whether of the State of Delaware or  any other jurisdiction) that would cause the application of the laws of any jurisdiction other  than the State of Delaware.               (b) ANY “ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED   BELOW) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE   FILED IN AND LITIGATED OR ARBITRATED SOLELY BEFORE THE CHANCERY  COURT OF THE STATE OF DELAWARE OR AN ARBITRATION HEARING HELD IN  HARRIS COUNTY, TEXAS, AND EACH PARTY TO THIS AGREEMENT:  (i)  GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE  JURISDICTION OF THE AFORESAID COURTS AND VENUE THEREIN, AND  WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR  OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE                                          12   HOU:3446384.1 





 






     OF “FORUM NON CONVENIENS;” AND (ii) GENERALLY AND UNCONDITIONALLY   CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING   BY DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS   AND COMPLAINT IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS   AGREEMENT.  FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR   PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS,   HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING   APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL,   GOVERNMENTAL OR NON-GOVERNMENTAL, OR CIVIL OR CRIMINAL.  THE   FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE GENERAL   CONSENT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE OR THE   STATE OF TEXAS FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND   SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN   THE PARTIES TO THIS AGREEMENT.                (c) The Company acknowledges that the Indemnitee may, as a result of the   Company’s breach of its covenants and obligations under this Agreement, sustain immediate and   long-term substantial and irreparable injury and damage which cannot be reasonably or adequately   compensated by damages at law.  Consequently, the Company agrees that the Indemnitee shall be   entitled, in the event of the Company’s breach or threatened breach of its covenants and obligations   hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement   of each provision of this Agreement by specific performance and/or temporary, preliminary and/or   permanent injunctions enforcing any of the Indemnitee’s rights, requiring performance by the   Company, or enjoining any breach by the Company, all without proof of any actual damages that   have been or may be caused to the Indemnitee by such breach or threatened breach and without   the posting of bond or other security in connection therewith.  The Company waives the claim or   defense therein that the Indemnitee has an adequate remedy at law, and the Company shall not   allege or otherwise assert the legal position that any such remedy at law exists.  The Company   agrees and acknowledges that:  (i) the terms of this Section 27(c) are fair, reasonable and necessary   to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the  Indemnitee to enter into the transactions contemplated hereby; and (iii) the Indemnitee relied upon  this waiver in entering into this Agreement and will continue to rely on this waiver in its future  dealings with the Company.  The Company represents and warrants that it has reviewed this  provision with its legal counsel, and that it has knowingly and voluntarily waived its rights   referenced in this Section 27 following consultation with such legal counsel.                28. Nondisclosure of Payments.  Except as expressly required by Federal securities   laws, the Company shall not disclose any payments under this Agreement without the prior written   consent of the Indemnitee.  Any payments to the Indemnitee that must be disclosed shall, unless   otherwise required by law, be described only in the Company proxy or information statements   relating to special and/or annual meetings of the Company’s shareholders, and the Company shall   afford the Indemnitee a reasonable opportunity to review all such disclosures and, if requested by   the Indemnitee, to explain in such statement any mitigating circumstances regarding the events   reported.                29. Notice by the Indemnitee; Notice to Insurers.                                             13   HOU:3446384.1 





 






                 (a) The Indemnitee agrees to promptly notify the Company in writing upon being   served with any summons, citation, subpoena, complaint, indictment, information or other   document relating to any Proceeding or matter which may be subject to indemnification or   advancement of Expenses covered hereunder; provided, however, that the failure of the Indemnitee  to timely provide such notice shall not affect the Indemnitee’s right to be indemnified or to receive  adjustment of Expenses under this Agreement except if, and then only to the extent that, the  Company is actually prejudiced by such failure.               (b) If, at the time of the receipt by the Company of a notice of a Proceeding pursuant  to Section 29(a) above, the Company has insurance in effect which may cover such Proceeding,  the Company shall give prompt notice of commencement of such Proceeding to the insurers in   accordance with the procedures set forth in the respective policies.  The Company shall thereafter  take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,  all amounts payable as a result of such Proceeding in accordance with the terms of such policies.               30. Notices.  All notices, requests, demands and other communications hereunder  shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and  received for by the party to whom said notice or other communication shall have been directed, or  (b) mailed by U.S. certified or registered mail with postage prepaid, on the third business day after  the date on which it is so mailed:  (i) If to the Company:  Independence Contract Drilling, Inc.,  20475 S.H. 249, Suite 300, Houston, Texas, 77070 Attention:  President; and (ii) if to any other  party hereto, including the Indemnitee, to the address of such party set forth on the signature page  hereof; or to such other address as may have been furnished by any party to the other(s), in  accordance with this Section 30.                31. Modification and Waiver.  No supplement, modification or amendment of this  Agreement or any provision hereof shall limit or restrict in any way any right of the Indemnitee  under this Agreement with respect to any action taken or omitted by the Indemnitee in his  Corporate Status prior to such supplement, modification or amendment.  No supplement,  modification or amendment of this Agreement or any provision hereof shall be binding unless  executed in writing by both of the Company and the Indemnitee.  No waiver of any provision of  this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether  or not similar) nor shall such waiver constitute a continuing waiver.               32. Headings.  The headings of the Sections or paragraphs of this Agreement are  inserted for convenience only and shall not be deemed to constitute part of this Agreement or to  affect the construction thereof.               33. Gender.  Use of the masculine pronoun in this Agreement shall be deemed to  include usage of the feminine pronoun where appropriate.               34. Identical Counterparts.  This Agreement may be executed in one or more  counterparts (whether by original, photocopy or facsimile signature), each of which shall for all  purposes be deemed to be an original, but all of which together shall constitute one and the same  Agreement.  Only one such counterpart executed by the party against whom enforcement is sought  must be produced to evidence the existence of this Agreement.                                           14   HOU:3446384.1 





 






         IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of  the day and year first above written.   ATTEST:     INDEPENDENCE CONTRACT DRILLING, INC.   By:___________________________      By:        Name: Philip A. Choyce                   Name: J. Anthony Gallegos, Jr.  Title: EVP & CFO    Title: President & CEO                                       INDEMNITEE                                                                                                                           Address:                                                                                                        15  HOU:3446384.1