Exhibit 10.39


 


 


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.


 






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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.]


 


 


 


 






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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


 






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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