Second Supplemental Indenture dated February 23, 2023, by and among the Company, the Guarantor thereto, and U.S. Bank Trust Company National Association

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Independence Contract Drilling, Inc.
as the Company and issuer,

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THE GUARANTORS PARTY HERETO,

as Guarantors,

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and

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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

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as Trustee

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SECOND SUPPLEMENTAL INDENTURE

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Dated as of February 24, 2023

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Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026

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This SECOND SUPPLEMENTAL INDENTURE, dated as of February 24, 2023 (this “Second Supplemental Indenture”), is by and among Independence Contract Drilling, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantor named on the signature page hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).

WHEREAS, the Company, the Guarantor, the Trustee and the Collateral Agent have executed and delivered an indenture, dated as of March 18, 2022 (as amended, supplemented or otherwise modified prior to the date hereof, including without limitation the First Supplemental Indenture, dated July 21, 2022, the “Indenture”), providing for the issuance of Floating Rate Convertible Senior Secured PIK Toggle Notes due 2026 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides for the amendment and supplement of the Indenture with the consent of each affected Holder with respect to the matters set forth therein, and the Holders of all of the outstanding Notes have consented to the execution and delivery of this Supplemental Indenture; and

WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor, and the Trustee mutually covenant and agree as follows:

“Redemption Multiplier” means, with respect to any Redemption Date, 108.0%.”

Deliver to Trustee, with copies to each Holder, or otherwise cause or facilitate, each of the financial statements, reports, or other items set forth below at the following times in form and substance reasonably satisfactory to Trustee and the Holders:

and

“(x) in light of the Holders’ various consent and approval rights set forth in the Indenture, including, but not limited to, approval of Capex Adjustments and related capital and operating budgets, (i) any other information requested by a Holder relating to the Note Parties or their Subsidiaries that such Holder reasonably believes is necessary to consider such consents and approvals, including, but not be limited to, financial and business materials provided to the Board of Directors and (ii) on a quarterly basis as and if requested by the Holder, meetings with senior management to discuss the business and financial affairs of the Company, which meetings may include members of the Board of Directors as directed by the Company or reasonably requested by the Holders (it being understood that such meeting requests by the Holder may be satisfied, in lieu of a separate meeting, by invitation of the Company for a Holder representative to attend quarterly meetings of the Board of Directors on an observer basis); provided that (a) the rights set forth in this clause (x) shall only apply to Holders who individually hold at least 25% of the principal amount of Notes and such Notes represent, on an as-converted basis, at least 20% of the Company’s fully-diluted outstanding shares of Common Stock and (b) with respect to, and as a condition of, the Company providing material non-public information under this clause (x), the Company may require (and such Holder agrees), that (1) the Holder shall abide by any trading “blackout” periods and trading windows implemented by the Company with respect to management and the Board of Directors, and (2) such Holder shall enter into any other confidentiality agreements reasonably requested by the Company.  Nothing herein shall be deemed to require the Company or the Board of Directors to share any information that could reasonably be expected by the Company (based upon the advice of outside counsel) to result in a conflict of interest by the Holder with respect to the Company or a breach of the exercise of the Board of Directors’ fiduciary duties.”

“Notwithstanding anything contained in Section 14.01 or this Indenture to the contrary, any Holder, by written notice to both the Company and the Trustee, may elect to receive notice and communications hereunder by electronic transmission to the electronic mail address contained in such written notice.  Following notice of such election by a Holder and until revoked in writing by such Holder delivered to the Trustee and the Company, all notices, approvals, consents, requests and any communications hereunder to such Holder shall be delivered by electronic transmission to the electronic mail address contained in such written notice.  Any such notice or communication by electronic transmission shall be deemed delivered to such Holder on the date sent (if sent during normal business hours) or, if not sent during normal business hours, then on the next Business Day).  To the extent that any notice given by means of electronic transmission is returned or undeliverable for

any reason, the foregoing consent shall be deemed to have been revoked in respect of the party giving such notice until a new or corrected electronic mail address has been provided by such Holder to such party, and such attempted electronic notice shall be ineffective and deemed to not have been given.”  

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[Signature pages follow.]

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

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TRUSTEE:

U.S. Bank Trust Company, National Association, as Trustee

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By:_/s/ Brian T. Jensen
Name: Brian T. Jensen
Title: Vice President