Exhibit 10.35


 


Promissory
Note


 


Date:
February 27, 2015


 


Borrower:
Coil Tubing Technology, Inc.


 


Borrower's
Mailing Address:


 


22305
Gosling Rd.


Spring,
Harris County, Texas 77389


 


Lender:
Arnold & Norma Rodriguez Family Limited Partnership, a Texas limited partnership


 


Place
for Payment:


 


6811
Theall Rd., Suite A, Houston, Harris County, Texas 77066, or any other place


that
Lender may designate in writing.


 


Principal
Amount: $760,000.00


 


Annual
Interest Rate: Seven Percent (7.00%)


 


Maturity
Date: March 1, 2030


 


Annual
Interest Rate on Matured, Unpaid Amounts: Seven Percent (7.00%)


 


Terms
of Payment (principal and interest):


 


The
Principal Amount is due and payable in one hundred eighty (180) equal monthly installments of SIX THOUSAND EIGHT HUNDRED THIRTY-ONE
AND 09/100 DOLLARS ($6,831.09), beginning April 1,2015and continuing on the same day of each month until the unpaid principal
and accrued, unpaid interest have been paid in full.


 


Security
for Payment: This note is secured by a vendor's lien and superior title retained in a deed from Arnold & Norma Rodriguez
Family Limited Partnership, a Texas limited partnership to Borrower dated February 27, 2015 and by a deed of trust of even date
from Coil Tubing Technology, Inc. to Keavin D. McDonald, Trustee, 17347 Village Green Dr., Suite 103, Houston. Texas 77040, both
of which cover the following real property:


 


See
Exhibit “A” attached hereto and made a part hereof.


 


Other
Security for Payment: None


 


Borrower
promises to pay to the order of Lender the Principal Amount. This note is payable at the Place for Payment and according to the
Terms of Payment. All unpaid amounts are due by the Maturity date. After maturity, Borrower promises to pay any unpaid principal
balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts.


 


If
Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral
to this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the note immediately
due. Notwithstanding any other provision of this note, in the event of a default, before exercising any of Lender's remedies under
this note or any deed of trust or warranty deed with vendor's lien securing it, Lender will first give Borrower written notice
of default and Borrower will have ten days after notice is given in which to cure the default. If the default is not cured ten
days after notice, Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice
of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted
by law.


 






    	1



    	 



    

 


Borrower
also promises to pay reasonable attorney's fees and court and other costs if this note is placed in the hands of an attorney to
collect or enforce the note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured,
Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest
will become part of the debt evidenced by the note and will be secured by any security for payment.


 


Prepayment:
Borrower may prepay this note in any amount at any time before the Maturity Date without penalty or premium.


 


Interest
on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for,
take reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal
Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess
interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid,
credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this note and all other instruments concerning the debt.


 


Each
Borrower is responsible for all obligations represented by this note.


 


When
the context requires, singular nouns and pronouns include the plural.


 


If
any installment becomes overdue for more than fifteen days, at Lender's option a late payment charge of $25.00 maybe charged in
order to defray the expense of handling the delinquent payment.


 


A
default exists under this note if (1) (a) Borrower or (b) any other person liable on any part of this note or who grants a lien
or security interest on property as security for any part of this note (an "Other Obligated Party") fails to timely
pay or perform any obligation or covenant in any written agreement between Lender and Borrower or any Other Obligated Party; (2)
any warranty, covenant, or representation in this note or in any other written agreement between Lender and Borrower or any Other
Obligated Party is materially false when made;(3) a receiver is appointed for Borrower, any Other Obligated Party, or any property
on which a lien or security interest is created as security (the "Collateral Security") for any part of this note;(4)any
Collateral Security is assigned for the benefit of creditors;(5) a bankruptcy or insolvency proceeding is commenced by Borrower,
a partnership of which Borrower is a general partner, or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding
is commenced against Borrower, a partnership of which Borrower is a general partner, or an Other Obligated Party and (b) the proceeding
continues without dismissal for sixty days, the party against whom the proceeding is commenced admits the material allegations
of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up
its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition
exists that permits the dissolution or winding up of the affairs of any of the following parties: Borrower, a partnership of which
Borrower is a general partner, or an Other Obligated Party; and (8) any Collateral Security is impaired by loss, theft, damage,
levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with collateral
security of like kind and quality or restored to its former condition.


 


If
any provision of this note conflicts with any provision of a loan agreement, deed of trust, or security agreement of the same
transaction between Lender and Borrower, the provisions of the deed of trust will govern to the extent of the conflict.


 


This
note will be construed under the laws of the state of Texas, without regards to choice-of laws rules of any jurisdiction.


 


 


By: /s/Jason
Swinford


 


Name: Jason
Swinford


Title: Chief
Executive Officer


 






    	2