Exhibit 10.36


  





INTELLECTUAL PROPERTY PURCHASE AGREEMENT



 


This Intellectual Property
Purchase Agreement (this “Agreement”) is made and entered into on the 25th day of March 2015, to be effective
as of December 1, 2014 (the “Effective Date”), by and among Jerry
Swinford, an individual (the “Seller”), and Coil
Tubing Technology, Inc., a Nevada corporation (the
“Purchaser”), each a “Party” and collectively the “Parties.”


 


W I T N E
S S E T H:


 


WHEREAS, on
or around November 30, 2010, the Purchaser and the Seller entered into an Intellectual Property Purchase Agreement (the “Original
IP Purchase Agreement”), pursuant to which the Seller sold and the Purchaser purchased, certain patents, pending
patents and associated rights then owned by the Seller, described in greater detail on Exhibit A hereto (the “Original
Assets”) in consideration for $1.2 million payable in cash and pursuant to the terms of two secured notes, of which
$90,739 remains outstanding as of the date of this Agreement;


 


WHEREAS, on
or around November 30, 2010, Seller entered into an Executive Employment Agreement (the “Employment Agreement”)
with the Purchaser pursuant to which Seller agreed to serve as the Chief Executive Officer and President of the Purchaser, provided
that since that date the Employment Agreement has been amended several times, and the Seller currently serves as the Executive
Vice President of the Purchaser;


 


WHEREAS, in
connection with the Parties’ entry into the Original IP Purchase Agreement, and on or around November 30, 2010, Seller
entered into an At-Will Employment, Non-Competition, Confidential Information, Invention Assignment And Arbitration Agreement (the
“At-Will Agreement”), pursuant to which, among other things, Seller agreed that all future inventions
and intellectual property created by Seller during Seller’s employment with the Purchaser (the “Future Intellectual
Property”) would become the property of the Purchaser for no additional consideration;


 


WHEREAS, on
or around January 18, 2012, but effective on November 30, 2010, in connection with and in furtherance of the Original IP Purchase
Agreement, Seller and Purchaser entered into an Intellectual Property Assignment Agreement (the “Property Assignment
Agreement”), pursuant to which Seller assigned Purchaser all rights and interest he had in the Original Assets, and
certain other intellectual property described therein and set forth in greater detail on Exhibit B attached hereto (collectively
with the Original Assets, the “Original Intellectual Property”);


 


WHEREAS, the
Original IP Purchase Agreement, Property Assignment Agreement and At-Will Agreement (collectively, the “Original Agreements”),
did not correctly set forth the intended terms and conditions relating to the acquisition by the Purchaser from the Seller of the
Original Intellectual Property and Future Intellectual Property and/or the original understanding of the Parties in connection
therewith;


 


WHEREAS, notwithstanding
the terms and conditions of the Original Agreements, the Parties intended at the time of their entry into the Original Agreements,
that in-process and non-commercialized intellectual property and technology owned by Seller at the time of the Parties’ entry
into the Original Agreements (the “In-Process Technology”) would be acquired by the Purchaser in the
future subsequent to the date of the Original Agreements and for additional consideration, once such intellectual property and
technology was fully-developed and commercialized, which the Parties believe has occurred to date;


 


WHEREAS, the
Purchaser has obtained a valuation of the In-Process Technology, which was not intended to be acquired by the Purchaser pursuant
to the Original IP Purchase Agreement or At-Will Agreement, which the Purchaser nonetheless has been using in connection with its
products and operations, working to commercialize and monetize since the date of the Original Agreements;


 


WHEREAS, the
valuation of such In-Process Technology has been obtained from Doty Scott Enterprises, Inc. (the “Valuation Firm”),
which Valuation Firm has valued such In-Process Technology at $3.75 million;


 


WHEREAS, the
Parties desire to enter into this Agreement to amend the terms of the At-Will Agreement, correct the prior misunderstandings set
forth in the Original Agreements, and provide for the Seller to sell and the Purchaser to purchase all rights to the In-Process
Technology, intellectual property and other assets of the Seller described in greater detail on Exhibit C, attached hereto
(the “Assets”) subject to the terms and conditions of this Agreement.







 


 






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NOW, THEREFORE,
in consideration of the foregoing and of the representations, warranties and covenants contained in this Agreement, and for other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
the Parties hereby agree as follows:


 


ARTICLE I


AMENDMENTS TO ORIGINAL AGREEMENTS


 


1.1Modification
of At-Will Agreement. Effective as of the Effective Date, the At-Will Agreement is hereby amended and modified to
exclude the Assets from the Inventions (as defined therein), which were either (i) sold to the Purchaser as Prior Inventions
pursuant to the Original IP Purchase Agreement; or (ii) owned by the Purchaser as Future Intellectual Property and/or in “works
made for hire” pursuant to the terms and conditions of the At-Will Agreement. For the sake of clarity and in an abundance
of caution, the Parties agree that all rights and ownership of the Assets shall, effective as of the Effective Date, be treated
as though they have been held solely by the Seller since the earlier of (a) November 30, 2010; and (b) the date such Asset was
created or invented by the Seller, and that the Purchaser has been provided a royalty-free license to use and develop such Assets
since such applicable date of use by the Purchaser (the “Asset Carve-out”). Notwithstanding the above,
the Parties agree and confirm that because such modifications described in this Section 1.1 are only effective upon the
Effective Date, none of the disclosures previously set forth in the Purchaser’s filings with the Securities and Exchange
Commission relating to the Assets were incorrect at the time disclosed.


 


1.2Modification of other Original
Agreements. Without limiting the scope of Section 1.1 above, the Parties agree that the Original Agreements,
and any other agreements between the Parties relating to the Assets, shall be deemed amended and updated effective as of the Effective
Date, and without any required action by either Party hereto, to affect and reflect the Asset Carve-out and the terms and conditions
thereof, such that all Original Agreements, and other agreements entered into between the Parties shall, effective as of the Effective
Date, be automatically modified and amended such that the terms thereof, if any, which would otherwise conflict with the terms
of the Asset Carve-out, shall be deemed to have been modified to conform to the terms of such Asset Carve-out.


 


1.3Original IP Purchase Agreement.
Notwithstanding Section 1.1 and 1.2 above, the Parties agree that nothing in this Agreement shall modify or affect the purchase
of the Original Intellectual Property by the Purchaser from the Seller pursuant to the terms of the Original IP Purchase Agreement
and Property Assignment Agreement, which agreements and the terms and conditions thereof shall remain in full force and effect
following the Parties’ entry into this Agreement and the terms and conditions hereof.


 


ARTICLE II


SALE AND PURCHASE
OF ASSETS


 


2.1Sale and
Purchase. Subject to the terms and conditions contained herein, and effective on the Effective Date, Seller hereby agrees to
sell, transfer, assign, convey and deliver to Purchaser, and Purchaser agrees to accept from Seller, all of Seller’s right,
title and interest in and to the Assets, as set forth in greater detail on Exhibit C, attached hereto, free and clear of
any liens, pledges, security interests, claims or encumbrances of any kind, except for those specifically assumed hereunder. Purchaser
shall also assume any and all liabilities, costs, expenses, responsibilities and payments associated with, incurred by Seller in
connection or which affect the Assets (the “Assumed Liabilities”), which Assumed Liabilities shall become
the sole responsibility of Purchaser following the Closing and the consummation of the transactions contemplated herein. The Parties
agree that the components of the Assets shall have the values assigned to such components as set forth on Exhibit C. Any
and all assets or intellectual property of Seller not included in the Assets, or already sold to the Purchaser in connection with
the Original Agreements, shall remain the sole and exclusive property of Seller.


 






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2.2The Purchase Price. The
total purchase price for the Assets (the “Purchase Price”) shall be $3,750,000 which shall be payable
to the Seller by the Purchaser at the Closing by the issuance to the Seller at Closing of a Secured Promissory Note in the amount
of $3,750,000, in the form of Exhibit D, attached hereto (the “Note”), which Note shall be guaranteed
by Coil Tubing Technology Holdings, Inc., a Nevada corporation (“Holdings”), the Purchaser’s wholly-owned
subsidiary, a Holdings’ wholly-owned subsidiaries Total Downhole Solutions, Inc., a Texas corporation, Coil Tubing Technology,
Inc., a Texas corporation and Coil Tubing Technology Canada Inc., an Alberta Canada corporation, and Excel Inspection, LLC, a Texas
limited liability company which is a majority-owned subsidiary of Purchaser (collectively with Holdings, the “CTT Subsidiaries”)
pursuant to the Guaranty, attached hereto as Exhibit E (the “Guaranty”).


 


2.3Grant of
a Security Interest. As security for (a) the full and punctual payment (in lawful money of the United States and in immediately
available funds), as and when due, of all principal, interest, attorneys’ fees, costs, expenses and other amounts which are
or may become payable by Purchaser under the Note and (b) the full and punctual performance of all other obligations of Purchaser
under the Note, Purchaser hereby grants to Seller a continuing and first-priority security interest (the “Security
Interest”) in the following (collectively, the “Collateral”): all right, title and interest
of Purchaser in and to the Assets; all cash and other consideration paid or payable with respect to the Assets; all of Purchaser’s
books and records pertaining to the foregoing; and all proceeds from sales, transfers or other dispositions of the foregoing, as
described in greater detail in the Note.


 


2.4Change of
Control and Payment of Note. In the event the Purchaser issues, sells, exchanges or transfers 25% or more of the Purchaser’s
then outstanding shares of common stock or voting securities in any Change of Control transaction, not approved by the Seller in
writing (each a “Change in Control Transaction”), the Purchaser agrees to use any and all of such funds
received in connection with such Change in Control Transaction to pay down amounts owed to Seller under the Note.


 


(a)A “Change
in Control” for purposes of this Agreement shall mean any of the following events not approved by the Seller in writing:


 


(1)any person (as
that term is used in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
or group (as that term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) who is not, as of the date of this Agreement,
the beneficial owner of securities of the Purchaser representing 25% or more of the combined voting power or common stock of the
Purchaser’s then outstanding securities becomes the beneficial owner of securities of the Purchaser representing 25% or more
of the combined voting power or common stock of the Purchaser’s then outstanding securities;


 


(2)the shareholders
of the Purchaser approve a merger or consolidation of the Purchaser with any other entity, other than (i) a merger or consolidation
which would result in the voting securities of the Purchaser outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting
power of the voting securities of the Purchaser or such surviving entity outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a recapitalization of the Purchaser (or similar transaction) in which no
person who did not own more than 50% of the combined voting power of the Purchaser’s securities acquires no more than 50%
of the combined voting power of the Purchaser’s then outstanding securities; or


 


(3)the shareholders
of the Purchaser approve a plan of complete liquidation of the Purchaser or an agreement for the sale or disposition by the Purchaser
of all or substantially all of the Purchaser’s assets.


 


2.5No Other Intellectual Property
or Inventions. Other than the Assets, the Original Intellectual Property previously acquired from the Seller by the Purchaser
pursuant to the Original IP Purchase Agreement, and the Future Intellectual Property which is already owned by the Purchaser pursuant
to the terms of the At-Will Agreement after reflecting the Asset Carve-Out, the Seller is not aware of and has no knowledge of
any other (a) intellectual property, (b) non-commercialized or in process intellectual property, or (c) Inventions (as such term
is defined in the At-Will Agreement)(collectively (a) through (c), “Other Intellectual Property”) relating
to the business or the operations of the Purchaser, which is owned or known by Seller. Notwithstanding the above, the Seller agrees
and confirms that any Other Intellectual Property, if any, shall, effective as of the Effective Date, and without any required
action by either Party, be considered acquired by the Purchaser as part of the Assets and in consideration for the Purchase Price,
and shall be governed by the terms and conditions of the At-Will Agreement as if such Other Intellectual Property was an Invention
(as defined therein) thereunder.


 






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ARTICLE III


CLOSING; CONDITIONS
TO CLOSING; DELIVERIES


 


3.1
Closing. The closing of the sale of the Assets (the “Closing”) shall occur on March 6, 2015, subject
to the satisfaction or waiver of the conditions to closing set forth in Sections 3.2 and 3.3, below, or at such other time
and place upon which the Parties shall mutually agree.


 


3.2 Conditions to
Purchaser’s Obligation. Purchaser’s obligation hereunder to purchase and pay for the Assets is subject to the satisfaction,
on or before the Closing, of the following conditions, any of which may be waived, in whole or in part, by Purchaser in its sole
discretion, and Seller shall use his best efforts to cause such conditions to be fulfilled:


 


(a) Representations
and Warranties Correct; Performance. The representations and warranties of Seller contained in this Agreement (including the
exhibits and schedules hereto) shall be true, complete and accurate when made and on and as of the date hereof. Seller shall have
duly and properly performed, complied with and observed its covenants, agreements and obligations contained in this Agreement to
be performed, complied with and observed on or before the Closing.


 


(b) Purchase Permitted
by Applicable Laws. The purchase of the Assets to be acquired by Purchaser hereunder shall not be prohibited by any applicable
law or governmental regulation and shall not subject Purchaser or its affiliates to any tax (not otherwise expressly assumed by
Purchaser under this Agreement), penalty, liability or other onerous condition under or pursuant to any applicable law or governmental
regulation.


 


(c) Proceedings;
Receipt of Documents. All corporate and other proceedings taken or required to be taken by Seller in connection with the transactions
contemplated hereby and all documents incident thereto shall have been taken and shall be reasonably satisfactory in form and substance
to Purchaser, and Purchaser shall have received all such information and such counterpart originals or certified or other copies
of such documents as Purchaser may reasonably request.


 


(d) Seller’s
Closing Deliveries. Seller shall have delivered, or caused to be delivered, to Purchaser the following, unless the delivery
of which has been (i) waived by Purchaser; or (ii) the delivery of which will be made by the Seller subsequent to Closing:


 


(1) documents evidencing
title to any Assets for which title or ownership documents exist and any other documentation as may be reasonably requested by
Purchaser evidencing the purchase by Purchaser of the Assets;


 


(2) an Intellectual
Property Assignment Agreement in the form of Exhibit F hereto, and other title documentation relating to the transfer of
the Assets as may be requested by the Purchaser;


 


(3) documents,
if any, evidencing the rights to any intellectual property rights associated with the Assets;


 


(4) an
executed copy of the Note;


 


(5) an executed
copy of the Guaranty; and


 


(6) all materials
and/or documents listed with the Assets, as attached hereto as Exhibit C, if any;


 


(e) No Adverse
Decision. There shall be no action, suit, investigation or proceeding pending or threatened by or before any court, arbitrator
or administrative or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions
contemplated by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to
obtain other relief in connection with any such transactions.


 






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(f) Approvals
and Consents. Seller shall have duly obtained all authorizations, consents, rulings, approvals, licenses, franchises, permits
and certificates, or exemptions therefrom, by or of all federal, state and local governmental authorities and non-governmental
administrative or regulatory agencies having jurisdiction over the Parties hereto, this Agreement, the Assets, or the transactions
contemplated hereby.


 


3.3 Conditions
to the Obligation of Seller. The obligation of Seller to consummate the transactions contemplated hereby is subject to the
fulfillment of the following conditions on or prior to the Closing, any of which may be waived, in whole or in part, by Seller
in his sole discretion, and Purchaser shall use its best efforts to cause such conditions to be fulfilled:


 


(a) Representations
and Warranties Correct; Performance. The representations and warranties of Purchaser in this Agreement shall be true, complete
and accurate when made on and as of the Closing. Purchaser shall have duly and properly performed, complied with and observed each
of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before
the Closing.


 


(b) Purchase Permitted
by Applicable Laws. The purchase of and payment for the Assets to be delivered by Seller hereunder shall not be prohibited
by any applicable law or governmental regulation.


 


(c) Proceedings;
Receipt of Documents. All corporate and other proceedings taken or required to be taken by Purchaser in connection with the
transactions contemplated hereby and all documents incident thereto shall have been taken and shall be reasonably satisfactory
in form and substance to Seller, and Seller shall have received all of such information and such counterpart originals or certified
or other copies of such documents as Seller may reasonably request.


 


(d) Purchaser’s
Closing Deliveries. Purchaser shall have delivered, or caused to be delivered, to Seller the following:


 


(1) resolutions
of the Purchaser’s Board of Directors approving this Agreement and the transactions contemplated herein;


 


(2) an
executed copy of the Note;


 


(3) an
executed copy of the Guaranty;


 


(4) resolutions
of the CTT Subsidiaries’ Board of Directors approving the CTT Subsidiaries’ entry into and the transactions contemplated
by the Guaranty;


 


(e) No Adverse Decision.
There shall be no action, suit, investigation or proceeding pending or threatened by or before any court, arbitrator or administrative
or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to obtain other
relief in connection with any such transactions.


 


ARTICLE IV


SELLER’S REPRESENTATIONS AND
WARRANTIES


 


Seller represents and
warrants to Purchaser as follows:


 


4.1 Authority.
Seller has full authority to execute and to perform this Agreement in accordance with its terms and the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a breach, violation
or default or give rise to an event which with the giving of notice or after the passage of time, or both, would result in a breach,
violation or default of any of the terms or provisions of any indenture, agreement, judgment, decree or other instrument or restriction
to which Seller is a party or by which Seller or any of the Assets may be bound or affected.


 






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4.2 Title to
Assets.


 


(a) Seller has good
and marketable title to all of the Assets and the full right and power to transfer the Assets. The Assets are owned by Seller free
and clear of all mortgages, pledges, liens, security interests, encumbrances, conditional sale agreements, charges, claims and
restrictions of any kind and nature known to Seller, other than what has previously been disclosed to Purchaser; and Purchaser
will acquire good and valid title to the Assets free and clear of all mortgages, pledges, liens, security interests, encumbrances,
conditional sale agreements, charges, claims and restrictions of any kind and nature known to Seller, other than what has previously
been disclosed to Purchaser; and


 


(b) Seller has no
present or future obligation or requirement to compensate any person with respect to any of the Assets, whether by the payment
of royalties or not, or whether by reason of the ownership, use, license, lease, sale or any commercial use or any disposition
whatsoever of any of the Assets.


 


4.3 Compliance
With Law. Seller is not in violation of any laws, governmental orders, rules or regulations, whether federal, state or local,
to which he or any of his assets or properties are subject, which may have a material adverse effect as to the Assets.


 


4.4 Absence
of Changes.


 


(a) At the time of
Closing there will not be any obligation or liability for the payment of money (whether absolute, accrued, contingent or otherwise
and whether due or to become due) created or incurred, any transaction, contract or commitment entered into by Seller or any obligation
or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) created or incurred, or any
transaction, contract or commitment entered into by Seller affecting the Assets other than those specifically agreed to in writing
by the Purchaser and/or which are part of the Assumed Liabilities; and


 


(b)No lien of record
or guarantee, affecting the Assets (each a “Lien”), if any, will remain at Closing.


 


4.5 Litigation.
To the knowledge of Seller there are no actions, suits, proceedings or investigations (including any purportedly on behalf of Seller)
pending or, to the knowledge of Seller, threatened against or affecting the Assets; Seller is not operating under, subject to,
in violation of or in default with respect to, any judgment, order, writ, injunction or decree of any court or federal, state,
municipal or other governmental department, commission, board, agency or instrumentality domestic or foreign in connection with
the Assets. No inquiries have been made directly to Seller by any governmental agency which might form the basis of any such action,
suit, proceeding or investigation, or which might require Seller to undertake a course of action which would involve any expense
in connection with the Assets.


 


4.6 Taxes.
Seller has filed, or caused to be filed, with the appropriate U.S. federal, state, local and foreign governmental agencies all
required tax and information returns. Seller does not have any liability, contingent or otherwise, for any taxes, excise taxes,
assessments, charges, penalties or interest, including, without limitation, any which may arise as a result of the this Agreement
(but not including sales taxes, if any, payable as a result of the sale of the Assets as contemplated by this Agreement), other
than amounts adequately reserved for. Seller has not received directly or indirectly notice of, nor is he otherwise aware of any
tax audit or examination; Seller is not a party directly or indirectly to any action or proceeding by any governmental authority
for assessment or collection of taxes, excise taxes, charges, penalties or interest, nor has any claim for assessment and collection
been asserted against Seller directly or indirectly; nor has Seller executed a waiver of any statute of limitations with respect
thereto. Seller has not received notices nor is otherwise aware of any deficiencies, adjustments or changes in assessments with
respect to any such taxes. No extensions of time are in effect for the assessment of deficiencies for such taxes in respect of
any period.


 


4.7 Brokers.
There has been no broker or finder involved in any manner in the consummation of any transactions contemplated hereby, and Seller
agrees to indemnify Purchaser, its officers, directors and affiliates against and hold Purchaser, its officers, directors and affiliates
harmless from any claim made by a party for a broker’s or finder’s fee or other similar payment based upon any agreements,
arrangements or understandings made by the Seller.


 






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4.8 No Untrue
Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, written statement,
schedule, exhibit, certificate or instrument furnished or to be furnished to Purchaser by Seller pursuant hereto, or in connection
with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit
to state any material fact necessary to make the statements contained herein or therein not misleading.


 


ARTICLE V


REPRESENTATIONS
AND WARRANTIES OF PURCHASER


 


Purchaser hereby represents
and warrants to Seller as follows:


 


5.1 Organization
and Good Standing. Purchaser is a corporation duly organized and validly existing under the laws of the State of Nevada.


 


5.2 Authority.
Purchaser has full authority or capacity to execute and to perform this Agreement in accordance with its terms; the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a breach,
violation or default or give rise to an event which, with the giving of notice or after the passage of time, would result in a
breach, violation or default of any of the terms or provisions or of any indenture, agreement, judgment, decree or other instrument
or restriction to which Purchaser is a party or by which Purchaser may be bound or affected; and no further authorization or approval,
whether of governmental bodies or otherwise, is necessary in order to enable Purchaser to enter into and perform the same; and
this Agreement constitutes a valid and binding obligation enforceable against Purchaser in accordance with its terms.


 


5.3 Brokers.
There has been no broker or finder involved in any manner in the consummation of any transactions contemplated hereby, and Purchaser
agrees to indemnify Seller against and hold Seller harmless from any claim made by a party for a broker’s or finder’s
fee or other similar payment based upon any agreements, arrangements or understanding made by Purchaser.


 


5.4 No Untrue
Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, written statement,
schedule, exhibit, certificate or instrument furnished or to be furnished to Seller by Purchaser pursuant hereto, or in connection
with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit
to state any material fact necessary to make the statements contained herein or therein not misleading.


 


ARTICLE VI


COVENANTS OF THE PARTIES


 


6.1 Further
Assurances. Seller agrees that, at any time after the Closing, upon the request of Purchaser, Seller will do, execute, acknowledge
and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acknowledgments, deeds, assignments,
bills of sale, transfers, conveyances, instruments, consents and assurances as may reasonably be required for the better assigning,
transferring, granting, conveying, assuring and confirming to Purchaser, their successors and assigns, the Assets to be sold or
assigned to Purchaser as provided herein.


 


6.2 Cooperation.
The Parties shall cooperate with each other fully with respect to actions required or requested to be undertaken with respect to
tax audits, administrative actions or proceedings, litigation and any other matters that may occur after the Closing, and each
Party shall maintain and make available to the other Party upon request all corporate, tax and other records required or requested
in connection with such matters.


 


6.3 Publicity.
Each of the Parties hereto agrees that no publicity release or announcement concerning the transactions contemplated hereby or
the terms and conditions of this Agreement shall be issued without the advance approval of the form and substance thereof by each
of the Parties.


 






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ARTICLE VII


SURVIVAL; INDEMNIFICATION


 


7.1 Survival
of Covenants, Representations and Warranties. All representations and warranties and covenants set forth in this Agreement
shall survive and remain in effect for one year following the Closing. The Parties shall be entitled to rely upon the representations
and warranties, without any obligation of independent verification and to enforce any remedies available to it for a breach of
the representations, warranties or covenants at any time.


 


7.2 Indemnity
Against Claims.


 


(a) Seller hereby
jointly and severally agrees to indemnify and hold Purchaser, its officers, directors, partners, employees, attorneys, affiliates
and assigns (collectively the “Purchaser Indemnified Parties”), harmless from and against the following:


 


(1) Excluding the
Assumed Liabilities and any other liability expressly assumed by Purchaser hereunder in writing, any and all liabilities, losses,
damages, claims, costs and reasonable expenses suffered by the Purchaser Indemnified Parties (whether awarded against the Purchaser
Indemnified Parties or paid by the Purchaser Indemnified Parties in settlement of a claim as provided in Section 7.2 or
otherwise suffered), (A) incurred or created in connection with the Assets prior to the Closing from any action taken by Seller
which constituted willful misconduct, bad faith or gross negligence, or (B) resulting from any material misrepresentation, material
breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Seller contained in this Agreement
or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Seller to Purchaser pursuant
hereto; and


 


(2) Any and all
actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’
fees) incident to any of the foregoing.


 


(b) Purchaser hereby
agrees to indemnify and hold the Seller, his employees, attorneys, affiliates and assigns (collectively the “Seller
Indemnified Parties” and collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”),
harmless from and against the following:


 


(1) Any and all
liabilities, losses, damages, claims, costs and reasonable expenses suffered by the Seller Indemnified Parties (whether awarded
against the Seller Indemnified Parties or paid by the Seller Indemnified Parties in settlement of a claim as provided in Section
7.2 or otherwise suffered), (A) incurred or created in connection with the Assets (whether incurred or created prior to or
subsequent to the Closing or resulting from any action taken by Seller or Purchaser subsequent to or prior to the Closing, except
for actions of Seller which constitute willful misconduct, bad faith or gross negligence), (B) relating to the Assumed Liabilities
and any other liabilities of the Seller expressly assumed by the Purchaser herein, or (C) resulting from any material misrepresentation,
material breach of any warranty, or material non-fulfillment of any covenant or agreement on the part of Purchaser contained in
this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Purchaser
pursuant hereto; and


 


(2) Any and all
actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys’
fees) incident to any of the foregoing.


 


(c) The amount of
any loss subject to indemnification hereunder shall be calculated net of any amounts which have been previously recovered by the
Indemnified Parties under insurance policies or other collateral sources, and the Indemnified Parties hereby covenant that they
will not release any such collateral sources from any obligations they may have. In the event any such insurance proceeds or other
payments are not received before any claim for indemnification is paid pursuant to this Agreement, then the Indemnified Parties
shall have the right (but not the obligation) to exclusively pursue such collateral sources, provided they do so with reasonable
diligence, and in the event they receive any recovery, then the amount of such recovery shall be applied first to reimburse the
Indemnified Party for their out of pocket expenses expended in pursuing such recovery, second to refund any payment made which
would not have been paid had such recovery from the collateral source been obtained prior to such payment, and third, any excess
to the Indemnified Parties.


 






    	Page 8 of 13



    	 



    

 


7.3 Notice of
Claim, Assumption of Defense and Settlement of Claims.


 


(a) Any person entitled
to indemnification under this Agreement (the “Indemnitee”) shall promptly give notice (an “Indemnification
Notice”) in accordance with Section 7.3 hereof to the parties required to provide indemnification (collectively
the “Indemnifying Party”) after the Indemnitee shall have knowledge of any demands, claims, actions or
causes of action (singly, a “Claim” and hereinafter referred to collectively as “Claims”)
which might give rise to a Claim by the Indemnitee against the Indemnifying Party stating the nature and basis of said Claim and
amount thereof, to the extent known. A failure to give notice hereunder shall not relieve the Indemnifying Party from any obligation
hereunder unless such failure to give notice shall materially and adversely affect Indemnifying Party’s ability to defend
the Claim. Each such Indemnification Notice shall specify in reasonable detail the nature and amount of the Claim and shall, to
the extent available to the Indemnitee, include such supporting documentation as shall reasonably be necessary to apprise the Indemnifying
Party of the facts giving rise to the Claim. After the delivery of an Indemnification Notice certifying that the Indemnitee has
incurred or had asserted against it any liabilities, claims, losses, damages, costs or expenses for which indemnity may be sought
in accordance with the terms of this Article VII (the “Damages”), the Indemnitee shall make a
claim in an amount equal to the incurred Damages or asserted Damages, as the case may be (which, in the case of any asserted Damages
shall include the Indemnitee’s reasonably estimated cost of the defense thereof, hereinafter the “Estimated Defense
Costs”) and the Indemnifying Party shall promptly reimburse the Indemnitee for the Damages for which the Indemnitee
has incurred and not been indemnified. In the event the amount of such Damages are not promptly reimbursed by Indemnifying Party
as aforesaid, the amount of such unreimbursed Damages shall accrue interest at a rate equal to two percent (2%) above the applicable
prime rate of Citibank, N.A.


 


(b) With respect
to any third party Claims made subsequent to the Closing, the following procedures shall be observed:


 


(1) Promptly after
delivery of an Indemnification Notice in respect of a Claim, the Indemnified Party may elect, by written notice to the Indemnitee,
to undertake the defense thereof with counsel reasonably satisfactory to the Indemnitee and at the sole cost and expense of the
Indemnifying Party. In the event the Indemnifying Party elects to assume the defense of any such Claim, it shall not, except as
provided in Section 7.3(b)(2), be liable to the Indemnitee for any legal fees, costs and expenses incurred by the Indemnitee
after the date thereof, in connection with such defense. The Indemnitee shall have the right to participate in, but not control
the conduct of, any such action through counsel of its own choosing, at its own expense.


 


(2) Unless and
until the Indemnifying Party assumes the defense of the third party Claim as provided in Section 7.3(b)(1), or in the event
the Indemnifying Party ceases to conduct such defense, the Indemnified Party may defend against the third party Claim in any manner
it reasonably may deem appropriate, at the expense of the Indemnifying Party.


 


(3) Failure by
the Indemnifying Party to notify the Indemnitee of its election to defend any such action within 30 days of receipt of the Indemnification
Notice shall be deemed a waiver by the Indemnifying Party of its right to defend such action. If the Indemnifying Party assumes
the defense of any such Claim, its obligations hereunder as to such Claim shall be limited to taking all steps necessary in the
defense or settlement of such Claim and to holding the Indemnitee harmless from and against any and all losses, damages, expenses
and liabilities awarded in any such proceeding or arising out of any settlement approved by the Indemnifying Party or any judgment
in connection with such Claim.


 


(4) The Indemnifying
Party shall not, in the defense of any such Claim, consent to the entry of any judgment or enter into any settlement with respect
to the third party Claim without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, conditioned
or delayed), except that no consent of the Indemnitee shall be required if the judgment or proposed settlement (1) involves only
the payment of money damages to be paid by the Indemnifying Party and does not impose any injunction or other equitable relief
upon the Indemnitee, (2) includes as an unconditional term thereof a full dismissal of the litigation or proceeding with prejudice
and the delivery by the claimant or plaintiff to the Indemnitee of a release from all liability with respect to such claim or litigation,
and (3) does not by its terms attribute liability to the Indemnitee.


 






    	Page 9 of 13



    	 



    

 


(5) In no event
will the Indemnitee consent to the entry of any judgment or enter into any settlement with respect to the third party Claim without
the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.


 


(6) The Indemnitee
will cooperate fully with the Indemnifying Party in the conduct of any proceeding as to which the Indemnifying Party assumes the
defense hereunder. Such cooperation shall include but not necessarily be limited to, assisting with discovery and investigation
by (1) providing the Indemnifying Party and its counsel access to all books and records of the Indemnitee to the extent reasonably
related to such proceeding, (2) furnishing information about the Indemnitee to the Indemnifying Party and their counsel, (3) making
employees available to counsel to the Indemnifying Party, and (4) preserving the existence of and maintaining all books and records
of the Indemnitee or any other Indemnified Party that is an entity that may reasonably be deemed to be potentially relevant to
any such proceeding until the proceeding is finally concluded.


 


7.4 Remedies
Cumulative. The remedies provided to an Indemnified Party herein shall be cumulative and shall not preclude an Indemnified
Party from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs,
successors or assigns. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
or subsequent assertion or employment of any other appropriate right or remedy.


 


ARTICLE VIII


CONFIDENTIALITY


 


8.1 Confidentiality.
At all times after the Closing, the Parties hereto shall retain in strictest confidence, and shall not disclose to any third parties
or use for their benefit (other than in order to fulfill the terms and conditions of this Agreement and the transactions contemplated
by this Agreement) or for the benefit of others any confidential information comprising or related to the other parties hereto
and their affiliates including, without limitation, intellectual property, trade secrets, customer lists, marketing plans or strategies,
product development techniques or plans, or technologies, in connection with the Assets, Purchaser or any affiliate thereof (collectively
“Confidential Information”), except as otherwise required by law or in the Company’s public filings.
Confidential Information shall not include information which (i) is or becomes part of the public domain without breach of this
Agreement, (ii) was known to the receiving party on a non-confidential basis prior to disclosure by the other party, (iii) is independently
received by the receiving party without the use of confidential information, or (iv) is explicitly approved for release by written
authorization of the disclosing party. In the event that the receiving party is legally required to disclose any confidential information,
the receiving party shall promptly notify the disclosing party of such requirement and, if requested by the disclosing party, shall
reasonably cooperate in the disclosing party’s efforts to prevent or limit such disclosure. The requirements of this Section
8.1 shall terminate as to Seller in the event of Purchaser’s default in the payment of the Note and the Seller’s
purchase of the Collateral at any public sale as described in the Note.


 


8.2 Enforceability.


 


(a) It is the desire
and intent of the Parties that the provisions of Article VIII shall be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion
of Article VIII shall be adjudicated to be invalid or unenforceable in any jurisdiction, Article VIII shall be deemed
amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only
with respect to the operation of this subsection (b) in the particular jurisdiction in which such adjudication is made. The Seller
agrees that it would be difficult to measure the damages to Purchaser and its affiliates from the breach by the Seller of the provisions
of Article VIII, that injury to Purchaser from such breach would be impossible to calculate, and that monetary damages would
therefore be an inadequate remedy; accordingly, the Seller agrees that Purchaser shall be entitled, in addition to all other remedies
it might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages.


 


(b) The undertakings
and covenants of the Seller contained in Article VIII are an integral part of the transactions set forth in this Agreement
and the consideration paid by Purchaser pursuant to this Agreement shall be consideration not only for the Assets but also for
such undertakings and covenants.


 






    	Page 10 of 13



    	 



    

 


ARTICLE IX


GENERAL PROVISIONS


 


9.1 Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered: (a) personally; (b)
by facsimile transmission; (c) by a commercial overnight delivery service (e.g., Federal Express, UPS, Airborne, etc.) and paid
for by the sender; or (d) by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when
so delivered: (i) personally, upon such service or delivery; (ii) if sent by facsimile transmission, on the day so transmitted,
if the sender calls to confirm that such notice has been received by facsimile and has a printed report which indicates that such
transmission was, in fact, sent to the facsimile number indicated below; (iii) if sent by commercial overnight delivery service,
on the date reflected by such service as delivered to the addressee; or (iv) if mailed by certified or registered mail, five business
days after the date of deposit in the United States mail. In each instance, such notice, request, demand or other communications
shall be addressed as follows:


 


(a) in the case of
the Seller:


 


Jerry L. Swinford


22305 Gosling
Road


Spring, Texas
77389


Phone: (281)
651-0200


Fax: (281)
288-0400


 


(b) in the case of
Purchaser:


 


Coil Tubing
Technology, Inc.


Attn: Jason
L. Swinford


22305 Gosling
Road


Spring, Texas
77389


Phone: (281)
651-0200


Fax: (281)
288-0400


 


with a
copy to:


 


The Loev Law Firm, PC


Attn: David M. Loev, Esq.


6300 West Loop South, Suite 280


Bellaire, Texas 77401


Telephone: (713) 524-4110


Fax: (713) 524-4122


 


or to such other address or to such other
person as Purchaser or Seller, shall have last designated by written notice given as herein provided.


 


9.2 Modification.
This Agreement and the exhibits and schedules annexed hereto contain the entire agreement between the Parties hereto and (i) there
are no agreements, warranties or representations which are not set forth herein and (ii) all prior negotiations, agreements and
understandings are superseded hereby. This Agreement may not be modified or amended except by an instrument in writing duly signed
by or on behalf of the Parties hereto.


 


9.3 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of Texas
applicable to agreements made and to be performed entirely within the State, without regard to conflict of laws principles. Seller
and Purchaser hereby irrevocably consent and submit to the jurisdiction of any State or Federal court located in Harris, Texas
over any action or proceeding arising out of any dispute between Seller and Purchaser, and waive any right they have to bring an
action or proceeding with respect thereto in any other jurisdiction. Each Party further irrevocably consents to the service of
process against them in any such action or proceeding by the delivery of a copy of such process at the address set forth above.


 






    	Page 11 of 13



    	 



    

 


9.4 Binding
Effect; Assignment. This Agreement shall be binding upon the Parties and inure to the benefit of the successors and assigns
of the respective Parties hereto; provided, however, that this Agreement and all rights hereunder may not be assigned
by either Party without the prior written consent of the other Party.


 


9.5Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


9.6 Transaction Expenses.
Each Party shall be responsible for the payment of any and all of its own expenses, including without limitation the fees and expenses
of counsel, accountants and other advisers, arising out of or relating directly or indirectly to the transactions contemplated
by this Agreement, whether or not such transactions are consummated in whole or in part.


 


9.7 Waiver.
The waiver of one breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.


 


9.8 No Agency.
This Agreement shall not constitute either Party the legal representative or agent of the other, nor shall either Party have the
right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the
name of or on behalf of the other Party.


 


9.9 Severability.
Every provision of this Agreement is intended to be severable. If, in any jurisdiction, any term or provision hereof is determined
to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the
invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.
If a court of competent jurisdiction determines that any covenant or restriction, by the length of time or any other restriction,
or portion thereof, set forth in this Agreement is unreasonable or unenforceable, the court shall reduce or modify such covenants
or restrictions to those which it deems reasonable and enforceable under the circumstances and, as so reduced or modified, the
parties hereto agree that such covenants and restrictions shall remain in full force and effect as so modified. In the event a
court of competent jurisdiction determines that any provision of this Agreement is invalid or against public policy and cannot
be so reduced or modified so as to be made enforceable, the remaining provisions of this Agreement shall not be affected thereby,
and shall remain in full force and effect.


 


9.10 Waiver
of Conflict. The Loev Law Firm, PC (the “Law Firm”) has exclusively represented the Purchaser in
the preparation of this Agreement (and the exhibits hereto), and has not undertaken to assist or render legal advice to any other
Party in regards to this Agreement (or any of the exhibits hereto). Each other Party hereto (including the Seller) does hereby
acknowledge that the Law Firm has directed that he seek outside counsel and business advice other than from the Law Firm, as to
the effects, consequences and legalities of this Agreement.


 


9.11Construction.
When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or”
is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include
the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter
genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes
(in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the
words “hereof”, “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof;
(vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections,
Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include
printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix)
references to “dollars”, “Dollars” or “$” in this
Agreement shall mean United States dollars; (x) reference to a particular statute, regulation or law means such statute, regulation
or law as amended or otherwise modified from time to time; (xi) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);
(xii) unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”; (xiii) references to “days”
shall mean calendar days; and (xiv) the paragraph headings contained in this Agreement are for convenience only, and shall in no
manner be construed as part of this Agreement.


 






    	Page 12 of 13



    	 



    

 


9.12Review of
Agreement; Voluntarily Entering Into Agreement. Each Party herein expressly represents and warrants to all other Parties hereto
that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of
this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party
has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement;
(d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result
of arm’s length negotiations conducted by and among the Parties and their respective counsel.


 


9.13No Presumption
from Drafting. This Agreement has been negotiated at arm’s-length between persons knowledgeable in the matters set forth
within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of
this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied
in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common
law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that
has drafted it, is of no application and is hereby expressly waived.


 


9.14Electronic
Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any
such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to
electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects
as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement
and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact
that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense
to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates
to lack of authenticity.


 


IN WITNESS WHEREOF, the Parties hereto
have duly executed this Agreement to be effective as of the Effective Date.


 


	
         

        PURCHASER:

         

        Coil Tubing Technology,
        Inc.

         

        By: /s/Jason L. Swinford

         

        Printed Name: Jason L. Swinford

         

        Its: Chief Executive Officer

         

        Date: March 25, 2015

         

         
	
         

        SELLER:

         

        By: /s/Jerry L. Swinford

        Jerry L. Swinford

         

        Date: March 25, 2015



 


 



    	Page 13 of 13



    	 



    

 


EXHIBIT A


ORIGINAL ASSETS


 


	Type of Intellectual Property	Registered Number (or Provisional Number)	Valuation For the Purposes of the Agreement
	 	 	 
	Subterranean Rotation Inducing Device and Method	No. 5584342	$250,000
	 	 	 
	
        Jet Motor For Providing Rotation
In A Downhole Tool
	
        U.S. Patent # 7686102

        Singapore Patent # 146369
	$300,000
	 	 	 
	Rotation Tool	No. 11/848,614	$200,000
	 	 	 
	
        Drilling Jar
	No. 12/437,525	$250,000
	 	 	 
	Jet Hammer	No. 12/480,680	$200,000
	 	 	 
	 	TOTALS	$1,200,000


 


All intellectual property rights associated with or related
to the above, including but not limited to:


 


(i) Technical documentation reflecting engineering, maintenance,
servicing and production data, design data, plans, specifications, drawings, technology, know how, trade secrets, confidential
business information, research and development, servicing and maintenance processes, customer and supplier lists, pricing and cost
information and business and marketing plans and proposals, relating to the above or to the maintenance of the above and all documentary
evidence thereof, including without limitation the technical information incorporated in such documentation; and


 


(ii) To the extent that intellectual property is entered in
pertinent patent, copyright and trademark registers or offices, to the full extent permitted by law, all related files in Seller’s
direct and indirect possession and all documents, certificates and declarations necessary to enable Purchaser to register such
intellectual property in its name.


 


All rights, liabilities, requirements, and obligations of Seller
under any agreements, documents, understandings or contracts, associated with the above.


 


The goodwill of Seller relating to the above, all information
in the possession of Seller relating to the operations of the Original Assets, the exclusive right of the Purchaser to represent
itself as carrying on the business of the Original Assets as well as all corporate business opportunities of Seller relating to
the above.


 






    	 



    	 



    

 


EXHIBIT B


 


TRANSFERRED ASSETS


 


	Country	
        Patent Number or

        Application Number
	
        Title

         

	Canada	2,646,326	
        Jet Motor and Method for Providing Rotation in a

        Downhole Tool

	Canada	2,723,420	
        Drilling Jar

	Canada	2,734,285	Rotation Tool
	Indonesia	W00201001371	Rotation Tool
	Indonesia	W00201004067	Drilling Jar
	
        Patent Cooperation

        Treaty
	PCT/US2011/028241	
        Method and Apparatus for Washing Downhole

        Tubing and Equipment

	Singapore	146369	
        Jet Motor and Method for Providing Rotation in a

        Downhole Tool

	United States	5,584,342	
        Subterranean Rotation-Inducing Device and

        Method

	United States	7,686,102	
        Jet Motor for Providing Rotation in a Downhole

        Tool

	United States	7,946,348	Rotation Tool
	United States	12/480,680	Jet Hammer
	United States	12/437,525	Drilling Jar
	United States	13/046,662	
        Method and Apparatus for Washing Downhole

        Tubulars and Equipment

	United States	61/468,637	Downhole Oscillator


 


 






    	 



    	 



    

 


EXHIBIT C


 


ASSETS


 


	COUNTRY	PATENT
        OR

        APPLICATION

        NO.
	FILING DATE	REMAINING TERM	REGISTRATION

        DATE
	PRIORITY
        DATE,

        IF
        ANY
	TOOL	NOTES	LISTED OWNER
	US	5,584,342	6/6/1995	2.04	12/17/1996	 	Subterranean Rotation- Inducing Device and
    Method	All maintenance done - will expire on 6/6/2015	Coil Tubing Technology, Inc.
	US	7,686.102	3/29/2007	15.33	3/30/2010	3/31/2006	Jet Motor for Providing Rotation in a Downhole
    Tool	Next maintenance window opens 3/30/2017.	Coil Tubing Technology, Inc.
	US	8,151.908	12/4/2009- Continuation	17.36	4/10/2012	3/31/2006	Jet Motor for Providing Rotation in a Downhole
    Tool	Next maintenance window opens 4/10/2015.	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	Canada	2,646.326	9/23/2008 (national entry date)	18.18	2/5/2013	3/31/2006	Jet Motor and Method for Providing Rotation
    in a Downhole Tool	Next annuity due by 3/30/2015	Coil Tubing Technology, Inc.
	Canada	2,797,565	3/29/2007 - Divisional app.	12.32	3/29/2007	3/31/2006	Jet Motor and Method for Providing Rotation
    in a Downhole Tool	Notice of Allowance has issued Next annuity
    due by 3/29/2015	Coil Tubing Technology, Inc.
	Singapore	146,369	9/26/2008	15.45	5/14/2010	3/31/2006	Jet Motor and Method for Providing Rotation
    in a Downhole Tool	Next annuity due by 3/29/2015	Coil Tubing Technology, Inc.
	US	7,946,348	8/31/2007	16.48	5/24/2011	 	Rotation Tool	First maintenance window opens 5/24/2014	Coil Tubing Technology, Inc.
	Canada	2,734,285	2/15/2011 (national entry date)	18.51	6/5/2013	8/31/2007	Rotation Tool	Next annuity due by 7/16/2014	Coil Tubing Technology, Inc.
	Indonesia	W00201001371	4/28/2010	17.41	4/30/2012	8/31/2007	Rotation Tool	Is still being examined	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	US	12/480.680	6/8/2009	16.58	6/30/2011	6/6/2008	Jet Hammer	Awaiting appeal decision -	Coil Tubing Technology. Inc.
	US	8,151.910	5/7/2009	17.36	4/10/2012	5/7/2008	Drilling Jar	First maintenance window opens 4/10/2015	Coil Tubing Technology, Inc.
	US	5,584.342	6/6/1995	2.04	12/17/1996	 	Subterranean Rotation- Inducing Device and
    Method	All maintenance done - will expire on 6/6/2015	Coil Tubing Technology. Inc.



 






    	 



    	 



    

 


	Canada	2,723,420	11/2/2010 (national entry date)	19.16	1/28/2014	5/7/2008	Drilling Jar	Next annuity due by 5/7/2014	Coil Tubing Technology. Inc.
	Indonesia	ID P0029982	11/26/2010 (national entry date)	17.13	1/16/2012	5/7/2008	Drilling Jar	Next annuity due by 1/16/2015	Jerry L. Swinford -will file assignment
    to Coil Tubing Technology, Inc.
	US	13/046.662	3/11/2011	18.33	3/31/2013	3/11/2010	Method and Apparatus for Washing Downhole Tubulars
    and Equipment	Undergoing examination	Coil Tubing Technology, Inc.
	Norway	20,120,910	8/15/2012	19.75	8/31/2014	3/11/2010	Method and Apparatus for Washing Downhole Tubulars
    and Equipment	Based on PCT/US11/28241 Undergoing examination
    Next annuity due 3/31/2015	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	UK/Scotland	1216072.7	9/10/2012	19.83	9/30/2014	3/11/2010	Method and Apparatus for Washing Downhole Tubulars
    and Equipment	Based on PCT/US11/28241 Undergoing examination
    Next annuity due 3/31/2015	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology. Inc.
	US	13'434.812	3/29/2012	19.33	3/31/2014	3/29/2011	Downhole Oscillator	Waiting for examination	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	US	5,584,342	6/6/1995	2.04	12/17/1996	 	Subterranean Rotation-Inducing Device and Method	All maintenance done - will expire on 6/6/2015	Coil Tubing Technology, Inc.
	Canada	2,837,938	9/12/2013	20.83	9/30/2015	3/29/2011	Downhole Oscillator	Need to request examination but am waiting
    to see what happens in U.S. application as we can have this application mirror a U.S. allowed application which cuts down
    on prosecution fees. Next annuity due 3/30/2015	Coil Tubing Technology, Inc.
	US	61(932,629	1/28/2014	21.17	1/31/2016	 	Downhole Tool (Ampli-Max)	Need to prepare and file full-blown non-provisional
    patent application	Jerry L. Swinford


 






    	 



    	 



    

 


All intellectual property rights associated with or related
to the above, including but not limited to:


 


(i) Technical documentation reflecting
engineering, maintenance, servicing and production data, design data, plans, specifications, drawings, technology, know how, trade
secrets, confidential business information, research and development, servicing and maintenance processes, customer and supplier
lists, pricing and cost information and business and marketing plans and proposals, relating to the above or to the maintenance
of the above and all documentary evidence thereof, including without limitation the technical information incorporated in such
documentation; and


 


(ii) To the extent that intellectual property
is entered in pertinent patent, copyright and trademark registers or offices, to the full extent permitted by law, all related
files in Seller’s direct and indirect possession and all documents, certificates and declarations necessary to enable Purchaser
to register such intellectual property in its name.


 


All rights, liabilities, requirements,
and obligations of Seller under any agreements, documents, understandings or contracts, associated with the above.


 


The goodwill of Seller relating to the
above, all information in the possession of Seller relating to the operations of the Assets, the exclusive right of the Purchaser
to represent itself as carrying on the business of the Assets as well as all corporate business opportunities of Seller relating
to the above.


 






    	 



    	 



    

 




 


EXHIBIT D


 


SECURED PROMISSORY NOTE


	 	 
	US $3,750,000	March 25, 2015


 


NOW THEREFORE FOR
VALUE RECEIVED, the undersigned, Coil
Tubing Technology, Inc., a Nevada corporation (“Coil Tubing”), hereby promises to pay to the
order of Jerry Swinford, an individual
(“Swinford”), at the address of Swinford at 22305 Gosling Road, Spring, Texas 77389, or such other place
as may be designated by Swinford to Coil Tubing in writing, the principal sum of Three Million Seven Hundred and Fifty Thousand
Dollars ($3,750,000), in lawful money of the United States of America, which shall be legal tender, bearing interest and payable
as provided herein. This Secured Promissory Note (this “Note” or “Promissory Note”)
has an effective date of December 1, 2014 (the “Effective Date”). This Note is entered into to evidence
amounts owed to Swinford pursuant to the terms of that certain Intellectual Property Purchase Agreement entered into between Swinford
and Coil Tubing on or around the date hereof (the “Purchase Agreement”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.


 


1.The unpaid
balance of this Note shall bear interest at the rate of three percent (3%) per annum from the Effective Date until paid in full.
Until January 1, 2017 (the “Amortizing Payment Start Date”), payments of accrued interest only on this
Note through such applicable payment date shall be due on June 30, 2015 and December 31, 2015 (the “Interest Only Payments”).


 


2.Beginning
on the Amortizing Payment Start Date and continuing until the Maturity Date, Coil Tubing agrees to pay Swinford (a) the lesser
of (i) $15,810.15; or (ii) the total amount then due under this Note, per month (each a “Monthly Payment”);
payable in advance on or before the 1st of each month (each the “Monthly Payment Date”) towards the outstanding
principal and accrued interest on this Note, with the first such Monthly Payment due on the Amortizing Payment Start Date. The
“Maturity Date” of this Note shall be January 1, 2018. Any and all unpaid principal or interest on this
Note shall be repaid on the Maturity Date. All past-due principal (which failure to pay such amounts shall be defined herein as
an “Event of Default”) shall bear interest at the rate of twelve percent (12%) per annum (the “Default
Rate”) until paid in full. All computations of interest shall be made on the basis of a 360-day year for actual days
elapsed.


 


3.This Note
may be prepaid in whole or in part, at any time and from time to time, without premium or penalty. This Note shall be subject to
a mandatory prepayment in the event a Change in Control Transaction has occurred as described in and as provided in Section
2.4(a) of the Purchase Agreement.


 


4.If any
payment of principal or interest on this Note shall become due on a Saturday, Sunday or any other day on which national banks are
not open for business, such payment shall be made on the next succeeding business day.


 


5. This
Note shall be binding upon and inure to the benefit of Coil Tubing and Coil Tubing’s respective successors and assigns. Each
holder of this Note, by accepting the same, agrees to and shall be bound by all of the provisions of this Note. Swinford may assign
this Note or any of his rights, interests or obligations to this Note without the prior written approval of Coil Tubing.


 


6. This
Note and the representations, warranties and obligations set forth herein are guaranteed by Coil Tubing Technology Holdings, Inc.,
a Nevada corporation, Coil Tubing’s wholly-owned subsidiary (“Holdings”), Holdings’ wholly-owned
subsidiaries Total Downhole Solutions, Inc., a Texas corporation, Coil Tubing Technology, Inc., a Texas corporation and Coil Tubing
Technology Canada Inc., an Alberta Canada corporation, and Excel Inspection, LLC, a Texas limited liability company which is a
majority-owned subsidiary of Coil Tubing (collectively with Holdings, the “CTT Subsidiaries”) pursuant
to a Guaranty by Holdings in favor of Swinford (the “Guaranty”). Additionally, the payment of this Note
is secured by Security Interests as provided for in Section 2.3 of the Purchase Agreement and in Section 13, below.


 






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7. No provision
of this Note shall alter or impair the obligation of Coil Tubing to pay the principal of and interest on this Note at the times,
places and rates, and in the coin or currency, herein prescribed.


 


8. Coil
Tubing will do or cause to be done all things reasonably necessary to preserve and keep in full force and affect its corporate
existence, rights and franchises and comply with all laws applicable to Coil Tubing, except where the failure to comply could not
reasonably be expected to have a material adverse effect on Coil Tubing.


 


9. Notwithstanding
anything to the contrary in this Note or any other agreement entered into in connection herewith, whether now existing or hereafter
arising and whether written or oral, it is agreed that the aggregate of all interest and any other charges constituting interest,
or adjudicated as constituting interest, and contracted for, chargeable or receivable under this Note or otherwise in connection
with this loan transaction, shall under no circumstances exceed the Maximum Rate (defined below).


 


10. Coil
Tubing represents and warrants to Swinford as follows:


 


(a) The
execution and delivery by Coil Tubing of this Note (i) are within Coil Tubing’s corporate power and authority, and (ii) have
been duly authorized by all necessary corporate action.


 


(b) This
Note is a legally binding obligation of Coil Tubing, enforceable against Coil Tubing in accordance with the terms hereof, except
to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating
to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance
or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be
brought.


 


11. If an
Event of Default (as defined herein or below) occurs (unless all Events of Default have been cured or waived by Swinford), Swinford
may, by written notice to Coil Tubing, declare the principal amount then outstanding of, and the accrued interest and all other
amounts payable on, this Note to be immediately due and payable, and/or may take any action provided for below to enforce the Security
Interests (provided for in Section 2.3 of the Purchase Agreement and below under Section 13). The following events
and/or any other Events of Default defined elsewhere in this Note are “Events of Default” under this
Note:


 


(a)Coil
Tubing shall fail to pay, when and as due, the principal or interest (if any) payable (i) hereunder (other than a Monthly Payment
which is provided for below), within fifteen (15) days from the due date of such payment; or


 


(b)Coil
Tubing shall fail to pay, when and as due, any Monthly Payment due hereunder within five (5) days of the due date of such; or


 


(c)Coil
Tubing shall have breached in any material respect any covenant in this (i) Note; or (ii) the Purchase Agreement (including the
exhibits thereto), or any CTT Subsidiary shall have breached in any material respect any covenant of the Guaranty, and, with respect
to breaches capable of being cured, such breach shall not have been cured within thirty (30) days following the occurrence of such
breach; or


 


(d)Coil
Tubing shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature;
(ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the
appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding
under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction,
whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is
entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence
in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it
or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged
for a period of ninety (90) days or more; or


 






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(e)Coil
Tubing shall take any action authorizing, or in furtherance of, any of the foregoing.


 


12. In case
any one or more Events of Default shall occur and be continuing, Swinford may proceed to protect and enforce his rights by an action
at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein
or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or thereby
or by law or otherwise. In case of a default in the payment of any principal of or premium, if any, or interest on this Note, Coil
Tubing will pay to Swinford such further amount as shall be sufficient to cover the reasonable cost and expenses of collection,
including, without limitation, reasonable attorneys’ fees, expenses and disbursements. No course of dealing and no delay
on the part of Swinford in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice Swinford’s
rights, powers or remedies. No right, power or remedy conferred by this Note upon Swinford shall be exclusive of any other right,
power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.


 


13. Security
Interest in the Assets.


 


(a) Grant of a
Security Interest. As security for (a) the full and punctual payment (in lawful money of the United States and in immediately
available funds), as and when due, of all principal, interest, attorneys’ fees, costs, expenses and other amounts which are
or may become payable by Coil Tubing under this Note (the “Debt”) and (b) the full and punctual performance
of all other obligations of Coil Tubing under this Note (collectively the “Coil Tubing Obligations”),
Coil Tubing hereby grants to Swinford a continuing and first-priority security interest (the “Security Interest”)
in the following (collectively, the “Collateral”): all right, title and interest of Coil Tubing in and
to the Assets; all cash and other consideration paid or payable with respect to the Assets; all of Coil Tubing’s books and
records pertaining to the foregoing; and all proceeds from sales, transfers or other dispositions of the foregoing.


 


(b) No Transfer
of the Collateral. Prior to the payment and performance in full of all of Coil Tubing Obligations, Coil Tubing shall not sell,
pledge or otherwise transfer (whether voluntarily, involuntarily, by operation of law, or by gift or for consideration) any of
the Collateral or any of its interest therein without the prior written consent of Swinford. Any such sale, pledge or other transfer
shall be null and void and shall confer no rights on the purported transferee.


 


(c) Preservation
and Protection of the Security Interest. Coil Tubing shall preserve and protect Swinford’s first-priority security interest
in the Collateral and shall cause the Security Interest to be perfected and to continue to be perfected until the Coil Tubing Obligations
are paid and performed in full. Coil Tubing shall execute and deliver to Swinford (within ten days after receipt of Swinford’s
request) such other security agreements, endorsements, pledges, assignments and other documents (including, without limitation,
financing statements and continuation statements and amendments thereto) as Swinford may request from time to time to effectuate
the grant to Swinford of the Security Interest and the perfection of the Security Interest, and Swinford is authorized to file
and/or record such documents with appropriate regulatory authorities. Coil Tubing shall promptly notify Swinford in sufficient
detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of
any other information received by Coil Tubing that may materially affect the value of the Collateral, the Security Interest or
the rights and remedies of Swinford hereunder.


 


(d) Title to the
Collateral. Coil Tubing shall at all times maintain good and marketable title to the Collateral free and clear of all liens,
encumbrances and other security interests. Coil Tubing shall pay in full any tax that is imposed on any of the Collateral prior
to its delinquency and, within ten days after any other lien or encumbrance is imposed on any of the Collateral, Coil Tubing shall
pay and discharge such lien or other encumbrance in full.


 


(e) Power of Attorney.
Coil Tubing hereby appoints Swinford as its attorney-in-fact (with full power of substitution) to execute, deliver and file, effective
upon the occurrence of an Event of Default (as defined in the Note), on Coil Tubing’s behalf and at Coil Tubing’s expense,
(1) any financing statements, continuation statements or other documents required to perfect or continue the Security Interest
and (2) any other documents and instruments that Swinford determines are necessary or appropriate in order to enable him to exercise
his rights and remedies that are provided hereunder and by applicable law upon the occurrence of an Event of Default. This power,
being coupled with an interest, shall be irrevocable until the Coil Tubing Obligations are paid and performed in full.


 






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(f) Termination
of the Security Interest. The Security Interest shall terminate only if and when the Coil Tubing Obligations have been paid
and performed in full.


 


(g) Additional
Remedies Upon Default. Swinford’s rights and remedies upon an Event of Default hereunder shall include, without limitation,
the power (1) to transfer into Swinford’s name or into the name of its nominee any or all of the Collateral and thereafter
to receive and retain all cash and other dividends, distributions and payments made on account of the Collateral, and otherwise
act with respect thereto as though he were the absolute owner thereof, (2) to sell all or any portion of the Collateral at a public
or private sale at such place and time and at such prices and other terms as Swinford may determine, either with or without special
conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and
at such place or places, and upon such terms and conditions as Swinford may deem commercially reasonable, all without (except as
shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to Coil Tubing or right of
redemption of Coil Tubing, which are hereby expressly waived, and (3) to file an action against Coil Tubing in his personal capacity
for repayment of the Debt. Coil Tubing recognizes that Swinford may be compelled to resort to one or more private sales of any
or all of the Collateral. Coil Tubing acknowledges and agrees that any such private sale may result in prices and other terms less
favorable to Swinford than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private
sale shall not, for such reason alone, be deemed to have been made in a commercially unreasonable manner. At any sale, Swinford
may, to the extent permissible under applicable law, purchase the whole or any part of the Collateral, and Swinford shall be entitled
to use and apply any or all of the Debt as a credit on account of the purchase price of any Collateral. Swinford and any other
purchaser of the Collateral at any such sale shall hold the purchased Collateral free from any claim or right on the part of Coil
Tubing, and Coil Tubing hereby waives any right of redemption, stay or appraisal that he might otherwise have under applicable
law.


 


(h) The proceeds
of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding,
storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs
incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by Swinford
in enforcing his rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction
of the Coil Tubing Obligations, and to the payment of any other amounts required by applicable law, after which Swinford shall
pay to Coil Tubing any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof
are insufficient to pay all amounts to which Swinford is legally entitled, Coil Tubing will be liable for the deficiency, together
with interest thereon, at the Default Rate and the reasonable fees of any attorneys employed by Swinford or a Collateral Agent
on behalf of Swinford, to collect such deficiency. To the extent permitted by applicable law, Coil Tubing waives all claims, damages
and demands against Swinford arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross
negligence or willful misconduct of Swinford or a Collateral Agent.


 


(i) Coil Tubing agrees
to pay all out-of-pocket fees, costs and expenses incurred in connection with any filing which may be required hereunder, including
without limitation, any financing statements, continuation statements, partial releases and/or termination statements related thereto
or any expenses of any searches reasonably required by Swinford. Coil Tubing shall also pay all other claims and charges which
in the reasonable opinion of Swinford might prejudice, imperil or otherwise affect the Collateral or the Security Interest therein.
Coil Tubing will also, upon demand, pay to Swinford the amount of any and all reasonable expenses, including the reasonable fees
and expenses of his counsel and of any experts and agents, which Swinford may incur in connection with (i) the enforcement of this
Note, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or
(iii) the exercise or enforcement of any of the rights of Swinford under this Note. Until so paid, any fees payable hereunder shall
be added to the principal amount of the Note and shall bear interest at the Default Rate.


 






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(j) All rights of
Swinford and all Coil Tubing Obligations of Coil Tubing hereunder, shall be absolute and unconditional, irrespective of: (a) any
lack of validity or enforceability of this Note, or any agreement entered into in connection with the foregoing, or any portion
hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any
of the Coil Tubing Obligations, or any other amendment or waiver of or any consent to any departure from the Note, or any other
agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or
any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security,
for all or any of the Coil Tubing Obligations; (d) any action by Swinford or a Collateral Agent on behalf of Swinford to obtain,
adjust, settle and cancel in their sole discretion any insurance claims or matters made or arising in connection with the Collateral;
or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to Coil Tubing, or a discharge
of all or any part of the Security Interest granted hereby. Until the Coil Tubing Obligations shall have been paid and performed
in full, the rights of Swinford shall continue even if the Coil Tubing Obligations are barred for any reason, including, without
limitation, the running of the statute of limitations or bankruptcy. Coil Tubing expressly waives presentment, protest, notice
of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral
or any payment received by Swinford hereunder shall be deemed by final order of a court of competent jurisdiction to have been
a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed
to be otherwise due to any party other than Swinford, then, in any such event, the Coil Tubing Obligations hereunder shall survive
cancellation of this Note, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement,
but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Coil Tubing waives
all right to require Swinford or a Collateral Agent on behalf of Swinford to proceed against any other person or to apply any Collateral
which Swinford or Collateral Agent on behalf of Swinford may hold at any time, or to pursue any other remedy. Coil Tubing waives
any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.


 


14. If from
any circumstance any holder of this Note shall ever receive interest or any other charges constituting interest, or adjudicated
as constituting interest, the amount, if any, which would exceed the Maximum Rate shall be applied to the reduction of the principal
amount owing on this Note, and not to the payment of interest; or if such excessive interest exceeds the unpaid balance of principal
hereof, the amount of such excessive interest that exceeds the unpaid balance of principal hereof shall be refunded to Coil Tubing.
In determining whether or not the interest paid or payable exceeds the Maximum Rate, to the extent permitted by applicable law
(i) any nonprincipal payment shall be characterized as an expense, fee or premium rather than as interest; and (ii) all interest
at any time contracted for, charged, received or preserved in connection herewith shall be amortized, prorated, allocated and spread
in equal parts during the period of the full stated term of this Note. The term “Maximum Rate”
shall mean the maximum rate of interest allowed by applicable federal or state law.


 


15. Except
as provided herein, Coil Tubing and any sureties, guarantors and endorsers of this Note jointly and severally waive demand, presentment,
notice of nonpayment or dishonor, notice of intent to accelerate, notice of acceleration, diligence in collecting, grace, notice
and protest, and consent to all extensions without notice for any period or periods of time and partial payments, before or after
maturity, without prejudice to the holder. The holder shall similarly have the right to deal in anyway, at any time, with one or
more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment
of any of said indebtedness, or to grant any other indulgences or forbearance whatsoever, without notice to any other party and
without in any way affecting the personal liability of any party hereunder. If any efforts are made to collect or enforce this
Note or any installment due hereunder, the undersigned agrees to pay all collection costs and fees, including reasonable attorney’s
fees.


 


16. This
Note may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Note
or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Note signed by one party and
faxed or scanned and emailed to another party (as a PDF or similar image file) shall be deemed to have been executed and delivered
by the signing party as though an original. A photocopy or PDF of this Note shall be effective as an original for all purposes.


 


17. It is
the intention of the parties hereto that the terms and provisions of this Note are to be construed in accordance with and governed
by the laws of the State of Texas, except as such laws may be preempted by any federal law controlling the rate of interest which
may be charged on account of this Note. The parties hereby consent and agree that, in any actions predicated upon this Note, venue
is properly laid in Texas and that the Circuit Court in and for Houston, Texas, shall have full subject matter and personal jurisdiction
over the parties to determine all issues arising out of or in connection with the execution and enforcement of this Note.


 






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18. The
term “Coil Tubing” as used herein in every instance shall include Coil Tubing’s successors, legal
representatives and assigns, including all subsequent grantees, either voluntarily by act of Coil Tubing or involuntarily by operation
of law and shall denote the singular and/or plural and the masculine and/or feminine and natural and/or artificial persons, whenever
and wherever the contexts so requires or properly applies. The term “Swinford” as used herein in every
instance shall include Swinford’s successors, legal representatives and assigns, as well as all subsequent assignees, endorsees
and payees of this Note, either voluntarily by act of the parties or involuntarily by operation of law. Captions and paragraph
headings in this Note are for convenience only and shall not affect its interpretation. Words in the singular include the plural
and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders.


 


19. Anything
else in this Note to the contrary notwithstanding, in any action arising out of this Agreement, the prevailing party shall be entitled
to collect from the non-prevailing party all of its attorneys’ fees. For the purposes of this Note, the party who receives
or is awarded a substantial portion of the damages or claims sought in any proceeding shall be deemed the “prevailing”
party and attorneys’ fees shall mean the reasonable fees charged by an attorney or a law firm for legal services and the
services of any legal assistants, and costs of litigation, including, but not limited to, fees and costs at trial and appellate
levels.


 


20.In the
event Coil Tubing issues, sells, exchanges or transfers 25% or more of Coil Tubing’s then outstanding shares of common stock
or voting securities in any Change of Control (as defined in the Purchase Agreement) transaction (each a “Change in
Control Transaction”), Coil Tubing agrees to use any and all of such funds received in connection with such Change
in Control Transaction to pay down amounts owed to Swinford under this Note, unless otherwise approved by Swinford in writing.


 


21. In the
event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall
be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


22. No modification,
amendment, addition to, or termination of this Note, nor waiver of any of its provisions, shall be valid or enforceable unless
in writing and signed by all the parties hereto.


 


23. The
Note constitutes the entire agreement of the parties regarding the matters contemplated herein, or related thereto, and supersedes
all prior and contemporaneous agreements, and understandings of the parties in connection therewith.


 


 


 


 


 


 


[Remainder of page left intentionally blank.
Signature page follows.]


 


 



    	Page 6 of 7



    	 



    

 


IN WITNESS WHEREOF,
the parties have duly executed this Secured Promissory Note as of the day and year first above written, with an Effective Date
as provided above.


 


	 	“Coil Tubing”
	 	 
	 	Coil Tubing Technology, Inc.
	 	(A Nevada corporation)
	 	 
	 	 
	 	By: /s/ Jason L. Swinford
	 	 
	 	Its: President
	 	 
	 	Printed Name: Jason L. Swinford


 


 


“Swinford”







/s/ Jerry L. Swinford


Jerry L. Swinford


 


 


 


 






    	Page 7 of 7



    	 



    

  


EXHIBIT E


 


GUARANTY


 


This Guaranty (the
“Guaranty” or the “Agreement”) is made as of March 25, 2015 by Coil Tubing
Technology Holdings, Inc., a Nevada corporation (“Holdings”), Total Downhole Solutions, Inc., a Texas
corporation, Coil Tubing Technology, Inc., a Texas corporation, Coil Tubing Technology Canada Inc., an Alberta Canada corporation,
and Excel Inspection, LLC, a Texas limited liability company (collectively, with Holdings, the “Guarantor”)
in favor of Jerry L. Swinford, an individual (“Swinford”). When the context in which words are used in
this Agreement indicates that such is the intent, singular words shall include the plural, and vice versa, and masculine words
shall include the feminine and neuter genders, and vice versa. Captions are inserted for convenience only, are not a part of this
Agreement, and shall not be used in the interpretation of this Agreement. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in the Purchase Agreement and the Notes (each as defined below), unless the context requires
otherwise.


 


Recitals


 


WHEREAS, Coil
Tubing Technology, Inc., a Nevada corporation (“Coil Tubing”) has previously entered into that certain
Intellectual Property Purchase Agreement with Swinford, dated as of March 25, 2015, pursuant to which Coil Tubing has agreed to
purchase certain intellectual property of Swinford (the “Purchase Agreement”);


 


WHEREAS, Guarantor
is the direct or indirect wholly-owned subsidiary of Coil Tubing and will receive a direct benefit from the Purchase Agreement
and the terms and conditions thereof;


 


WHEREAS, Coil
Tubing has entered into that certain Secured Promissory Note in the amount of $3,750,000 dated March 6, 2015 in favor of Swinford
(the “Note”), evidencing amounts owed under the Purchase Agreement; and


 


WHEREAS, Swinford
was unwilling to execute the Purchase Agreement and to enter into the transactions described in the Purchase Agreement without
receipt from Guarantor of a guaranty of all of the obligations of Coil Tubing under the Notes.


 


NOW, THEREFORE,
in consideration of the foregoing and other good and valuable consideration, receipt of which hereby is acknowledged, Guarantor
hereby agrees as follows:


 


1.Guaranty.
Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to Swinford and his successors and assigns (a)
the full and punctual payment (in lawful money of the United States and in immediately available funds), as and when due, of all
principal, interest, attorneys’ fees, costs, expenses and other amounts which are or may become payable by Coil Tubing under
the Note (the “Coil Tubing Debt”) and (b) the full and punctual performance of all other obligations
of Coil Tubing under the Note and Purchase Agreement (and exhibits thereto). The obligations of Coil Tubing under the Note, including
the payment obligations regarding the Coil Tubing Debt, are referred to in this Guaranty as the “Coil Tubing Obligations”,
and the covenants and obligations of Guarantor that are described in the preceding sentence and elsewhere in this Guaranty are
referred to in this Guaranty as “Guarantor’s Obligations”.


 


2.Certain Rights
of Swinford. Guarantor authorizes Swinford, without giving notice to Guarantor or obtaining Guarantor’s consent in its
individual capacity and without affecting the liability of Guarantor, but subject to obtaining Coil Tubing’s written agreement
to the extent its written agreement is required, from time to time to: (a) renew, extend or increase the Coil Tubing Debt or any
portion thereof; (b) declare all Coil Tubing Debt due and payable upon the occurrence of a default under the Note; (c) make
changes in the dates on which the Coil Tubing Debt is payable; (d) otherwise modify the terms of the Coil Tubing Debt; (e)
amend the Note in any respect; (f) take and hold additional security for the Coil Tubing Debt and exchange, enforce, waive
and release any such security; (g) apply such security and direct the order or manner of sale thereof as Swinford in his discretion
may determine; and (h) add any one or more guarantors of the Coil Tubing Debt.


 






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3.Guarantor’s Waivers.
Guarantor waives: (a) any defense based upon any legal disability or other defense of Coil Tubing or any other guarantor or person
or based upon Coil Tubing’s cessation for any reason of liability under any of the Note; (b) any defense based upon any lack
of authority of Coil Tubing’s officers or other agents acting or purporting to act on behalf of Coil Tubing or any defect
in the formation of Coil Tubing; (c) any defense of Guarantor based upon Swinford’s election of any remedy against Guarantor
or Coil Tubing or both, including, without limitation, any right to require Swinford to proceed against Coil Tubing or another
person or to proceed against any other security for the Coil Tubing Obligations; (d) any defense based upon any statute or rule
of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome
than that of a principal; (e) any right of subrogation, any right to enforce any remedy which Swinford may have against Coil Tubing
and any right to participate in, or benefit from, any security for the Coil Tubing Obligations now or hereafter held by Swinford;
(f) presentment, demand, protest and notice of any kind; (g) the benefit of any statute of limitations affecting the liability
of Guarantor hereunder or the enforcement hereof; (h) any right to require Swinford to pursue any other remedy in Swinford’s
power; and (i) any right to revoke this Guaranty. Guarantor waives any other circumstance or event, in existence now or in the
future, that might otherwise constitute a legal or equitable defense to the enforcement of this Guaranty.


 


4.Guarantor’s
Representations and Warranties. Guarantor represents, warrants and agrees that: (a) Swinford would not have entered into
the Purchase Agreement or the Note but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this
Guaranty; and (c) this Guaranty shall continue in full force and effect and shall be binding on Guarantor regardless of whether
Swinford obtains other collateral or any guaranties from others or takes any other action. Guarantor consents to Coil Tubing’s
execution, delivery and performance of the Note.


 


5.Subordination.
Guarantor subordinates all present and future indebtedness owing by Coil Tubing to Guarantor to the Coil Tubing Debt and other
obligations under the Note at any time owing by Coil Tubing to Swinford. Guarantor assigns to Swinford all such indebtedness owed
by Coil Tubing to Guarantor as security for this Guaranty. Guarantor further agrees not to assign all or any part of such indebtedness
prior to the full payment and performance of the Coil Tubing Obligations.


 


6.Nature of
Guarantor’s Liability Under This Guaranty. This is a guaranty of payment and performance and not merely of collection.
Guarantor’s obligations under this Guaranty are independent of Coil Tubing’s obligations to Swinford under the Note.
Swinford may bring a separate action to enforce the provisions hereof against Guarantor without taking action against Coil Tubing
or any collateral or joining Coil Tubing as a party to such action. The obligations of Guarantor under this Guaranty constitute
the full recourse obligations of Guarantor and are enforceable against him and her to the full extent of their assets.


 


7.Event of Default;
Swinford’s Remedies.


 


(a)Event
of Default. An “Event of Default” for purposes of this Guaranty means (1) Coil Tubing’s or
Guarantor’s failure to pay when due any Coil Tubing Debt, (2) Coil Tubing’s or Guarantor’s failure to perform
any other Coil Tubing Obligations when due or in accordance with the terms of such obligations, (3) Guarantor’s failure to
perform any of Guarantor’s Obligations when due or in accordance with their terms, or (4) the failure to be true of any representation
or warranty of Guarantor that is contained in this Guaranty or any of the documents evidencing the Guarantor’s Obligations,
if Guarantor does not remedy in full any such failure described in this sentence within ten days after receipt of written notice
from Swinford.


 


(b)Remedies on
an Event of Default. Upon the occurrence of an Event of Default, Swinford shall have the immediate right to file an action
at law or equity against Guarantor and/or to take control of all or any part of any collateral, with or without judicial process,
and without demand of performance, advertisement or notice to Guarantor, which are expressly waived by Guarantor; provided, however,
that if any notice is required by law in connection with the exercise by Swinford of his rights and remedies, Guarantor agrees
that ten days' prior written notice is a reasonable time and manner for notice. Furthermore, Swinford may exercise all of the other
rights and remedies that are provided to him under this Guaranty.


 






    	Page 2 of 6



    	 



    

 


(c)No Implied
Waivers; Cumulative Remedies. No delay or failure of Swinford in exercising any right or remedy under this Guaranty shall operate
as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce
such a right or remedy preclude any further exercise thereof or of any other right or remedy. The rights and remedies of Swinford
under this Guaranty are cumulative and not exclusive of any rights or remedies which he might otherwise have under applicable law.
Any waiver, permit, consent or approval of any kind or character on the part of Swinford of any Event of Default or any such waiver
of any provision of this Guaranty must be in writing and shall be effective only to the extent specifically set forth in writing.
Guarantor acknowledges and agrees that the exercise by Swinford of his rights under this Section 7 will not operate to release
Guarantor from its personal obligation to pay the Coil Tubing Debt until full payment of any deficiency on the Coil Tubing Debt
has been made in cash. Furthermore, Guarantor acknowledges and agrees that Swinford is not obligated to exercise any of the rights
or remedies provided by this Section 7.


 


8.Bankruptcy.
This Guaranty shall continue in full force and effect in the event of any bankruptcy, insolvency, reorganization, liquidation,
dissolution or similar proceeding involving Coil Tubing or Guarantor, and this Guaranty shall continue in full force and effect
notwithstanding any subsequent change in the ownership or assets of Coil Tubing. In any bankruptcy of Coil Tubing or other proceeding
involving Coil Tubing in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have
against Coil Tubing relating to any indebtedness of Coil Tubing to Guarantor and shall assign to Swinford all rights of Guarantor
thereunder. If Guarantor does not file any such claim, Swinford, as attorney-in-fact for Guarantor, is hereby authorized to do
so in the name of Guarantor or, in Swinford’s discretion, to assign the claim to a nominee and to cause proof of claim to
be filed in the name of Swinford’s nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked.
Swinford or his nominee shall have the right, in his reasonable discretion, to accept or reject any plan proposed in such proceeding
and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy
or otherwise, the person or persons authorized to pay such claim shall pay to Swinford the amount payable on such claim and, to
the full extent necessary for that purpose, Guarantor hereby assigns to Swinford all of Guarantor’s rights to any such payments
or distributions; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Swinford
receives cash by reason of any such payment or distribution. If all or any portion of the Coil Tubing Debt and other obligations
guaranteed hereunder is paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force
and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from
Swinford as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws.


 


9.Successors
and Assigns; Subsequent Subsidiaries. This Guaranty shall be binding upon, and shall inure to the benefit of, the respective
successors and assigns of Guarantor and Swinford, provided that the foregoing provision shall not be construed as permitting Guarantor
to assign its obligations hereunder. Promptly after the formation or acquisition by Holdings, or if applicable, any other wholly-owned
subsidiary of Coil Tubing Technology, Inc., a Nevada corporation, of any Subsidiary not already a party hereto, such Subsidiary
shall provide a guaranty to Swinford in the form of this Guaranty, or agree to become a party and guarantor hereunder, unless such
requirement is waived by Swinford in writing. For the purposes of this Section 9, “Subsidiary”
means with respect to the applicable entity, (i) any corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by such applicable entity or by one or more of its subsidiaries,
or by such applicable entity and one or more of its subsidiaries, (ii) any general partnership, joint venture, limited liability
company, statutory trust, or other entity, at least a majority of the outstanding partnership, membership, or other similar equity
interests of which shall at the time be owned by such applicable entity, or by one or more of its subsidiaries, or by such applicable
entity and one or more of its subsidiaries, and (iii) any limited partnership of which such applicable entity or any of its subsidiaries
is a general partner. For the purposes of this definition, “voting stock” means shares, interests, participations,
or other equivalents in the equity interest (however designated) in such applicable entity having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such applicable entity, other than shares, interests, participations,
or other equivalents having such power only by reason of the occurrence of a contingency.


 


10.Attorneys’
Fees. If any attorney is engaged by Swinford to enforce or defend any provision of this Guaranty, with or without the filing
of any legal action or proceeding, Guarantor shall pay to Swinford, within ten days after demand therefor, all reasonable attorneys’
fees and costs incurred by Swinford in connection therewith (including, without limitation, in any appellate or post-judgment proceedings),
together with interest thereon from the date of such demand until paid at the rate of ten percent per annum (or, if lower, at the
maximum rate allowed by applicable law).


 






    	Page 3 of 6



    	 



    

 


11.Rules of
Construction. The term “person” as used herein shall include any individual, corporation, trust or
other legal entity of any kind whatsoever. When the context and construction so require, all words used in the words in the singular
include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine
and neuter genders. All headings appearing in this Guaranty are for convenience only and shall be disregarded in construing this
Guaranty. This Guaranty is the result of arms-length negotiations between Guarantor and Swinford and their respective attorneys.
Accordingly, neither Guarantor nor Swinford shall be deemed to be the author of this Guaranty, and this Guaranty shall not be construed
against either party.


 


12.Notices.
All notices required or permitted by this Guaranty to be delivered to Guarantor or Swinford shall be delivered in writing, by personal
delivery, by overnight courier, by facsimile transmission or by registered or certified mail, return receipt requested, postage
prepaid, to the address for such party set forth on the signature page of this Guaranty. Any such notice shall be deemed given
as follows: (a) if personally delivered, when served; (b) if sent by overnight courier, on the first business day after delivery
to the courier; (c) if sent by facsimile, on the date of transmission if delivered on a business day (or, if not delivered on a
business day, on the next business day after transmission); or (d) if sent by registered or certified mail, on the third day after
deposit in the mail.


 


13.General Provisions.
If any provision of this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable,
that portion shall be deemed severed from this Guaranty and the remaining parts shall remain in full force as though the invalid,
illegal or unenforceable portion had never been part of this Guaranty. This Guaranty constitutes the only agreement between Guarantor
and Swinford with respect to the subject matter hereof and supersedes all previous agreements with respect thereto. This Guaranty
may be amended or terminated only by an agreement in writing executed by Guarantor and Swinford. This Guaranty may be executed
in two counterparts, which together shall constitute but one and the same instrument. This Guaranty may be executed by facsimile
transmission or by e-mail transmission in PDF format.


 


14.Governing
Law. This Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of Texas without
giving effect to such state’s conflict-of-law principles.


 


15.Waiver of
Jury Trial. Guarantor and Swinford each hereby irrevocably waives all rights that it may have under applicable law to a trial
by jury of any issue or claim arising under this Guaranty in any action to enforce or interpret this Guaranty.


 


 


 


 


 


 


 


[Remainder of page left intentionally blank.
Signature page follows.]


 






    	Page 4 of 6



    	 



    

 


 


IN WITNESS WHEREOF, Guarantor has
executed and delivered this Guaranty as of the date appearing on the first page of this Guaranty.


 


	 	
        Coil Tubing Technology Holdings, Inc.

        (A Nevada corporation)

         

        By: /s/ Jerry L. Swinford

        Its: President

        Printed Name: Jerry L. Swinford

         

         

        Total Downhole Solutions, Inc.

        (a Texas corporation)

         

        By: /s/ Jerry L. Swinford

        Its: President

        Printed Name: Jerry L. Swinford

         

         

        Coil Tubing Technology, Inc.

        (a Texas corporation) 

         

        By: /s/ Jason L. Swinford

        Its: Chief Executive Officer

        Printed Name: Jason L. Swinford

         

        Address for all entities above:

         

        Attn: Jason Swinford

        22305 Gosling Road

        Spring, Texas 77389

        Phone: (281) 651-0200

        Fax:  (281) 288-0400

         

         

        Coil Tubing Technology Canada Inc.

        (an Alberta Canada corporation)

         

        By: /s/ Jason L. Swinford

        Its: Chief Executive Officer

        Printed Name: Jason L. Swinford

         

        Address:

         

        Attn: Jason Swinford

        22305 Gosling Road

        Spring, Texas 77389

        Phone: (281) 651-0200

        Fax:  (281) 288-0400

         

         

        Excel Inspection, LLC

        (a Texas limited liability company)

         

        By: /s/ Jason L. Swinford

        Its: Managing Partner

        Printed Name: Jason L. Swinford



 






    	Page 5 of 6



    	 



    

 


	 	Address: 


 


Attn: Jason Swinford


22305 Gosling Road


Spring, Texas 77389


Phone: (281) 651-0200


Fax:  (281) 288-0400



	
        AGREED TO AND ACCEPTED:

         

        /s/ Jerry L. Swinford

        Jerry L. Swinford

         

        Address:

         

        22305 Gosling Road

        Spring, Texas 77389

        Phone: (281) 651-0200

        Fax: (281) 288-0400
	 


 


 


 


 


 


 


 


 


 


 


 


 



    	Page 6 of 6



    	 



    
 


 


EXHIBIT F


 


INTELLECTUAL PROPERTY ASSIGNMENT


 


This Intellectual Property
Assignment (the “Assignment” or “Agreement”) is entered on March 25, 2015 to
be effective as of December 1, 2014, by and between Jerry
L. Swinford, an individual residing in the State of Texas (“Assignor”) and Coil
Tubing Technology, Inc., a Nevada corporation (“Assignee”). Assignor and Assignee may be referred
to herein individually as a “Party” and jointly as the “Parties.”


 


WHEREAS, Assignor
is the named inventor and owner of all rights, title, and interest in and to the intellectual property listed in Exhibit A,
attached hereto and incorporated herein as if fully reproduced (the “Transferred Assets”); and


 


WHEREAS, Assignor
desires to assign and transfer to Assignee, and Assignee desires to obtain from Assignor an assignment and transfer of, the Transferred
Assets pursuant to this Assignment.


 


NOW THEREFORE,
in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged as received, and in consideration of the foregoing and the covenants and promises contained herein, the
Parties agree as follows:


 


1. Assignment
of Transferred Assets. Assignor hereby unconditionally and irrevocably sells, assigns, transfers, conveys, and delivers
to Assignee, its successors and assigns, all his right, title, and interest in, to, and under the Transferred Assets, said Transferred
Assets set forth herein in Exhibit A, and any reissues, reexaminations, renewals, continuations, continuations-in-part,
divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted
thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from
such patent application under the laws of the United States and its territorial possessions, the International Convention for the
Protection of Industrial Property, or any other international agreement or the domestic laws of the country in which any such application
is filed, as may be applicable, to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment
of its successors and assigns, to the end of the term or terms for which such patents may be granted or reissued, as fully and
entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made.


 


2. Cooperation
with Assignee. Assignor agrees to cooperate with Assignee to provide the necessary executed assignments and other documents
as required to perfect the assignment set forth in Section 1. Assignor further covenants that Assignee will, upon its request,
be provided promptly with all pertinent facts and documents relating to said inventions and said Letters Patent and legal equivalents
as may be known and accessible to Assignor and will testify as to the same in any interference, litigation, or proceeding related
thereto and will promptly execute and deliver to Assignee or its legal representatives any and all papers, instruments or affidavits
required to apply for, obtain, maintain, issue and enforce said application, said inventions and said Letters Patent and said equivalents
thereof which may be necessary or desirable to carry out the purposes thereof.


 


3. Issuance
of Future Patents. Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States,
and any officer of any country or countries foreign to the United States, whose duty it is to issue patents or other evidence or
forms of intellectual property protection to issue respective Letters of Patent to Assignee, and the entire right, title, and interest
in and to the same, for its sole use and benefit; and for the use and benefit of its successors and assigns, to the full end of
the term(s) for which said Patent(s) may be granted, as fully and entirely as the same would have been held by me had this assignment
not been made.


 


4. No
Prior Encumbrance. Assignor hereby covenants that no assignment, sale, agreement, or encumbrance has been or will be made
or entered into which would conflict with the terms of this Assignment.


 






    	Page 1 of 3



    	 



    

 


5. Right
to Sue for Past Infringement. Assignor hereby expressly grants to Assignee all of Assignor’s rights to bring any
necessary action, including, but not limited to lawsuits, against any past, present, or future third party infringers, potential
or actual, of any Transferred Asset as if the Assignor himself were bringing such action. Assignee shall have the right to any
and all recoveries from any such actions and Assignor hereby waives any recovery obtained by Assignee.


 


6. Indemnification.
ASSIGNEE HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE ASSIGNOR FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES,
EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS), AND CAUSES OF ACTION OF EVERY KIND AND CHARACTER,
WITHOUT LIMITS AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF OR NEGLIGENCE OF ANY PARTY, INCLUDING, BUT NOT LIMITED TO, THE
SOLE, ACTIVE, PASSIVE, JOINT, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY (OF WHATEVER CHARACTER) OF ASSIGNOR, ARISING OUT OF
OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT AND THE TRANSFERRED ASSETS.
ASSIGNEE’S INDEMNITY UNDER THIS PARAGRAPH SHALL BE WITHOUT REGARD TO AND WITHOUT ANY RIGHT TO CONTRIBUTION FROM ANY INSURANCE
MAINTAINED BY ASSIGNOR.


 


7. Prior
Agreements; Waiver. No modification of this Assignment shall be of any force or effect unless in writing and signed
by an authorized signatory of both Parties. This Assignment constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and supersedes those provisions of all prior and contemporaneous
agreements, representations and understandings of the parties pertaining to the same subject matter. No waiver of any of the provisions
of this Assignment shall be deemed to, or shall constitute a waiver of, any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.


 


8. Captions
and Headings. Captions and headings used herein are inserted only for convenience of reference only and shall not operate
to modify, interpret, alter, limit or define any provision hereof.


 


 


 


 


 


 


 


 


 


 


[Remainder of page left intentionally blank.
Signature page follows.]


 


 


 


 






    	Page 2 of 3



    	 



    






IN WITNESS WHEREOF,
Assignor hereby assigns the Transferred Assets to the Assignee and the Assignee hereby accepts said assignment and has hereunto
set hand and seal on the following dates.


 


	ASSIGNOR:	ASSIGNEE:
	 	 
	 	COIL TUBING TECHNOLOGY, INC.
	 	 
	By: /s/ Jerry L. Swinford	By: /s/ Jason L. Swinford
	Jerry L. Swinford, Inventor	Jason L. Swinford, CEO
	 	 
	Date: March 25, 2015	Date: March 25, 2015


 


 


NOTARIZATIONS


 


	STATE OF TEXAS	§
	COUNTY OF HARRIS	§


 


Before me this 25th
day of March 2015, personally appeared Jerry L. Swinford, to me known to be the person who is described in and who executed the
foregoing assignment instrument and acknowledge to me that he executed the same of his own free will for the purpose therein expressed.


 


	 	/s/ Signed by Notary
	 	Notary Public in and for the State of Texas


 


 


	STATE OF TEXAS	§
	COUNTY OF HARRIS	§


 


This instrument was
acknowledged before me on the 25th day of March 2015, by Jason L. Swinford, Chief Executive Officer of Coil Tubing Technology,
Inc., a Nevada Corporation, who acknowledged to me that he has the authority to sign this document on behalf of said corporation.


 


 


	 	/s/ Signed by Notary
	 	Notary Public in and for the State of Texas


 






    	Page 3 of 3



    	 



    

 


 


EXHIBIT A


TRANSFERRED ASSETS


 


	COUNTRY	PATENT
        OR

        APPLICATION
        NO.
	FILING DATE	REMAINING TERM	REGISTRATION

        DATE
	PRIORITY
        DATE,

        IF
        ANY
	TOOL	NOTES	LISTED OWNER
	US	5,584,342	6/6/1995	2.04	12/17/1996	 	Subterranean Rotation- Inducing Device and
    Method	All maintenance done - will expire on 6/6/2015	Coil Tubing Technology, Inc.
	US	7,686.102	3/29/2007	15.33	3/30/2010	3/31/2006	Jet Motor for Providing Rotation in a Downhole
    Tool	Next maintenance window opens 3/30/2017.	Coil Tubing Technology, Inc.
	US	8,151.908	12/4/2009- Continuation	17.36	4/10/2012	3/31/2006	Jet Motor for Providing Rotation in a Downhole
    Tool	Next maintenance window opens 4/10/2015.	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	Canada	2,646.326	9/23/2008 (national entry date)	18.18	2/5/2013	3/31/2006	Jet Motor and Method for Providing Rotation
    in a Downhole Tool	Next annuity due by 3/30/2015	Coil Tubing Technology, Inc.
	Canada	2,797,565	3/29/2007 -Divisional app.	12.32	3/29/2007	3/31/2006	Jet Motor and Method for Providing Rotation
    in a Downhole Tool	Notice of Allowance has issued Next annuity
    due by 3/29/2015	Coil Tubing Technology, Inc.
	Singapore	146,369	9/26/2008	15.45	5/14/2010	3/31/2006	Jet Motor and Method for Providing Rotation
    in a Downhole Tool	Next annuity due by 3/29/2015	Coil Tubing Technology, Inc.
	US	7,946,348	8/31/2007	16.48	5/24/2011	 	Rotation Tool	First maintenance window opens 5/24/2014	Coil Tubing Technology, Inc.
	Canada	2,734,285	2/15/2011 (national entry date)	18.51	6/5/2013	8/31/2007	Rotation Tool	Next annuity due by 7/16/2014	Coil Tubing Technology, Inc.
	Indonesia	W00201001371	4/28/2010	17.41	4/30/2012	8/31/2007	Rotation Tool	Is still being examined	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	US	12/480.680	6/8/2009	16.58	6/30/2011	6/6/2008	Jet Hammer	Awaiting appeal decision -	Coil Tubing Technology. Inc.
	US	8,151.910	5/7/2009	17.36	4/10/2012	5/7/2008	Drilling Jar	First maintenance window opens 4/10/2015	Coil Tubing Technology, Inc.
	US	5,584.342	6/6/1995	2.04	12/17/1996	 	Subterranean Rotation- Inducing Device and
    Method	All maintenance done - will expire on 6/6/2015	Coil Tubing Technology. Inc.



 






    	 



    	 



    

 


	Canada	2,723,420	11/2/2010 (national entry date)	19.16	1/28/2014	5/7/2008	Drilling Jar	Next annuity due by 5/7/2014	Coil Tubing Technology. Inc.
	Indonesia	ID P0029982	11/26/2010 (national entry date)	17.13	1/16/2012	5/7/2008	Drilling Jar	Next annuity due by 1/16/2015	Jerry L. Swinford -will file assignment
    to Coil Tubing Technology, Inc.
	US	13/046.662	3/11/2011	18.33	3/31/2013	3/11/2010	Method and Apparatus for Washing Downhole Tubulars
    and Equipment	Undergoing examination	Coil Tubing Technology, Inc.
	Norway	20,120,910	8/15/2012	19.75	8/31/2014	3/11/2010	Method and Apparatus for Washing Downhole Tubulars
    and Equipment	Based on PCT/US11/28241 Undergoing examination
    Next annuity due 3/31/2015	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	UK/Scotland	1216072.7	9/10/2012	19.83	9/30/2014	3/11/2010	Method and Apparatus for Washing Downhole Tubulars
    and Equipment	Based on PCT/US11/28241 Undergoing examination
    Next annuity due 3/31/2015	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology. Inc.
	US	13'434.812	3/29/2012	19.33	3/31/2014	3/29/2011	Downhole Oscillator	Waiting for examination	Jerry L. Swinford -will file assignment to
    Coil Tubing Technology, Inc.
	US	5,584,342	6/6/1995	2.04	12/17/1996	 	Subterranean Rotation-Inducing Device and Method	All maintenance done - will expire on 6/6/2015	Coil Tubing Technology, Inc.
	Canada	2,837,938	9/12/2013	20.83	9/30/2015	3/29/2011	Downhole Oscillator	Need to request examination but am waiting
    to see what happens in U.S. application as we can have this application mirror a U.S. allowed application which cuts down
    on prosecution fees. Next annuity due 3/30/2015	Coil Tubing Technology, Inc.
	US	61(932,629	1/28/2014	21.17	1/31/2016	 	Downhole Tool (Ampli-Max)	Need to prepare and file full-blown non-provisional
    patent application	Jerry L. Swinford