EX-10.22



 Exhibit 10.22 

ACKNOWLEDGMENT AND 

REGISTRATION RIGHTS AGREEMENT 

THIS ACKNOWLEDGMENT AND REGISTRATION RIGHTS AGREEMENT (this “Acknowledgment”) is made and entered into as of
July 17, 2014 (the “Effective Date”), by and among Independence Contract Drilling, Inc., a Delaware corporation (the “Company”), Sprott Resource Partnership, a partnership organized under the laws
of Ontario, Canada (“Sprott”), and 4D Global Energy Investments plc, a company organized under the laws of Ireland (“4D”), Global Energy Services Operating, LLC, a Delaware limited liability company
(“GES”), and the other signatory parties hereto (the “Parties”). 
 RECITALS 

WHEREAS, the Company, FBR Capital Markets & Co., a Delaware Corporation, Sprott, Independence Contract Drilling LLC, a Delaware
limited liability company, GES and 4D heretofore entered into a Registration Rights Agreement (the “2012 Agreement”) dated as of March 2, 2012, and terms not otherwise defined herein shall have the meaning set forth in
the 2012 Agreement; and 
 WHEREAS, Sprott owns 2,500,000 Registrable Shares, and 4D owns 1,250,000 Registrable Shares, and GES owns
1,000,000 Registrable Shares, collectively representing in excess of a majority of the outstanding Registrable Shares under the 2012 Agreement as of the Effective Date; and 

WHEREAS, for the avoidance of doubt, the Parties desire to acknowledge and memorialize their intention and understanding with respect to
certain provisions in the 2012 Agreement in connection with the proposed initial public offering of the Company (the “Proposed IPO”); and 

WHEREAS, to the extent this Acknowledgment may be deemed to amend or waive any provisions of the 2012 Agreement, the Parties desire to consent
to any such amendment or waiver and acknowledge and agree that this Acknowledgment shall not be deemed to adversely affect such Party under the 2012 Agreement; 







 NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties acknowledge and agree, for purposes of clarification of the 2012 Agreement and the avoidance of doubt, as follows: 

1. The definition of “Registrable Shares” in Section 1 of the 2012 Agreement shall include shares of Common Stock issued upon
exercise of warrants held by GES as of the date hereof. 
 2. The definitions of Accredited Investor Shares and Registrable Shares in
Section 1 of the 2012 Agreement shall include the shares of Common Stock issued to each of the Contribution Investors pursuant to the Contribution Agreement. 

3. Effective upon the execution of this Acknowledgment and Agreement by the requisite Holders in accordance with the 2012 Agreement,
Section 2(i) of the 2012 Agreement is hereby amended to provide for, with respect to any IPO Registration Statement filed and declared effective during 2014, a lock-up letter with a term during ten (10) days prior to and a one hundred
eighty (180) day period beginning on the effective date of the IPO Registration Statement (or shorter period permitted by the managing underwriter, if applicable). With respect to any IPO Registration Statement filed and declared effective
during 2014, each of the Parties hereby agrees to enter into a lock-up letter with the term specified in the preceding sentence. 
 4.
Governing Law. 
 THIS ACKNOWLEDGMENT AND AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPALS OTHER THAN SECTION 5-1401 AND 5-01402 OF THE NEW YORK GENERAL OBLIGATION LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAW
OF ANY OTHER STATE. 
 5. Further Assurances. 

Each of the undersigned Parties hereby agrees to cooperate with, and to take any other actions necessary or reasonably requested by the
Company and the other parties hereto, to give effect to this Acknowledgment and the transactions contemplated hereby. 
 [Remainder
of this Page Intentionally Left Blank - Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Agreement to be
executed and effective as of the Effective Date. 
  

			
	INDEPENDENCE CONTRACT DRILLING, INC.
		
	By:	 	 /s/ Byron A. Dunn

	Name:	 	Byron A. Dunn
	Title:	 	Chief Executive Officer
	
	SPROTT RESOURCE PARTNERSHIP
	
	By: Sprott Resource Consulting LP
	By: Sprott Resource Consulting GP Inc., its general partner
		
	By:	 	 /s/ Arthur Einav

	Name:	 	Arthur Einav
	Title:	 	Managing Director
	Holder of 2,500,000 Registrable Shares
	
	4D GLOBAL ENERGY INVESTMENTS PLC
		
	By:	 	 /s/ Tighe Noonan

	Name:	 	Tighe Noonan
	Title:	 	Partner
	
	Holder of 1,250,000 Registrable Shares


 Signature Page to Acknowledgment and Agreement 







 
			
	GLOBAL ENERGY SERVICES OPERATING, LLC
		
	By:	 	 /s/ Robert S. Shaw Jr.

	Name:	 	Robert S. Shaw Jr.
	Title:	 	CFO
	Holder of 1,000,000 Registrable Shares



  
 Signature Page to
Acknowledgment and Agreement 









									
		 		 		 	THE DUKE ENDOWMENT
					
	By:	 	 /s/ Alice E. Gould
	 		 	By:	 	 /s/ David R. Shumate

	Name:	 	Alice E. Gould	 		 	Name:	 	David R. Shumate
	Title:	 	Investment Manager,	 		 	Title:	 	Executive Vice President, DUMAC, Inc.,
	DUMAC, Inc. Authorized Agent	 		 		 	Authorized Agent
		 		 		 	Holder of 60,000 Registrable Shares
				
		 		 		 	GOTHIC HSP CORPORATION
					
	By:	 	 /s/ Alice E. Gould
	 		 	By:	 	 /s/ David R. Shumate

	Name:	 	Alice E. Gould	 		 	Name:	 	David R. Shumate
	Title:	 	Investment Manager,	 		 	Title:	 	Executive Vice President, DUMAC, Inc.,
	DUMAC, Inc. Authorized Agent	 		 		 	Authorized Agent
		 		 		 	Holder of 25,000 Registrable Shares
				
		 		 		 	GOTHIC ERP LLC
					
	By:	 	 /s/ Alice E. Gould
	 		 	By:	 	 /s/ David R. Shumate

	Name:	 	Alice E. Gould	 		 	Name:	 	David R. Shumate
	Title:	 	Investment Manager,	 		 	Title:	 	Executive Vice President, DUMAC, Inc.,
	DUMAC, Inc. Authorized Agent	 		 		 	Authorized Agent
		 		 		 	Holder of 25,000 Registrable Shares
				
		 		 		 	GOTHIC CORPORATION
					
	By:	 	 /s/ Alice E. Gould
	 		 	By:	 	 /s/ David R. Shumate

	Name:	 	Alice E. Gould	 		 	Name:	 	David R. Shumate
	Title:	 	Investment Manager,	 		 	Title:	 	Executive Vice President, DUMAC, Inc.,
	DUMAC, Inc. Authorized Agent	 		 		 	Authorized Agent
		 		 		 	Holder of 140,000 Registrable Shares


  
 Signature Page to
Acknowledgment and Agreement 








 
			
	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Randal W. Ralph

	Name:	 	Randal W. Ralph
	Title:	 	Its Authorized Representative
	Holder of 479,320 Registrable Shares
	
	THE NORTHWESTERN MUTUAL LONG-TERM CARE INSURANCE COMPANY
		
	By:	 	 /s/ Randal W. Ralph

	Name:	 	Randal W. Ralph
	Title:	 	Its Authorized Representative
	Holder of 50,000 Registrable Shares
	
	NORTHWESTERN MUTUAL CAPITAL STRATEGIC EQUITY FUND II, L.P.
	
	By: Northwestern Mutual Capital GP II, LLC
	Its: General Partner
		
	By:	 	 /s/ Randal W. Ralph

	Name:	 	Randal W. Ralph
	Title:	 	Managing Director
	Holder of 70,680 Registrable Shares



  
 Signature Page to
Acknowledgment and Agreement