SECOND
AMENDED AND RESTATED LOAN AGREEMENT


 


This
Second Amended and Restated Loan Agreement (the “Agreement”) is made effective as of August 8, 2017 (the “Effective
Date”), by and among TRONCO ENERGY CORPORATION, a Delaware corporation (“Borrower” or “Tronco”)
and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation or Assigns (the “Lender”).


 


RECITALS:


 


A.                
On or about December 31, 2015, the parties executed that certain Amended and Restated Loan Agreement (the “Amended and
Restated Loan Agreement”).


 


B.                
Borrower and Lender desire to enter into this Agreement, which shall supersede the Amended and Restated Loan Agreement in its
entirety to reflect, among other things, a new outstanding principal amount of indebtedness, a new Maturity Date (as defined herein),
and a change in collateral securing payment thereof.


 


TERMS
OF AGREEMENT:


 


NOW,
THEREFORE, FOR VALUE RECEIVED, the sufficiency of which is acknowledged, the Amended and Restated Loan Agreement shall be amended
and restated in its entirety to read as follows:


 


ARTICLE
I


 


Commitment
Use of Proceeds and Collateral


 


Section
1.1             Commitment/Advances. From and after
the Effective Date of this Agreement, the outstanding principal balance of the Note and the Loan shall be fixed as a term loan
and no further advances will be made under the terms of the Note or of this Agreement.


 


Section
1.2             Promissory Note. The amounts due and
owing under this Agreement shall be evidenced by that certain Amended and Restated Promissory Note dated as of August 8, 2017
(the “Note”) of the Borrower dated as of the Effective Date, payable to the order of Lender in the original
principal amount of $7,746,717, and providing for interest on the outstanding principal balance, at the prime rate quoted by J.P.
Morgan Chase Bank from time to time, plus one-quarter percent (.25%) per annum.


 


Section
1.3             Collateral for Agreement. The collateral
for the credit facility evidenced by this Agreement shall be as set forth on Schedule 1.3 attached hereto and all applicable
references in this Agreement to any such collateral documents shall be as defined on Schedule 1.3 (collectively, the “Collateral
Documents”).


 


The
Collateral Documents, the Note and this Agreement shall sometimes be referred to herein collectively as the “Loan Documents”.
In the event of a conflict between the terms of this Agreement and the terms set forth in any of the Loan Documents, the terms
set forth in this Agreement shall be controlling, except to the extent, and only to the extent, that the terms set forth in the
specific Loan Document are required to be controlling by applicable state law.


 


Section
1.4             Term. The Note and any and all obligations
of Borrower under this Agreement shall mature on December 31, 2022 (“Maturity Date”).


 






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ARTICLE
II


 


Payments
of Principal and Interest/Additional Consideration





 


Section
2.1             Interest Payments. All interest payments
shall be calculated on the average daily principal balance outstanding under the Note.


 


Section
2.2             Principal Payments. Subject to the provisions
of Section 2.3 below, all outstanding principal due under the Note plus all accrued and unpaid interest shall be due and payable
in full on the Maturity Date.


 


Section
2.3             Mandatory Prepayment. Notwithstanding
the provisions of Sections 2.1 and 2.2, Borrower shall make prepayments on the Note if any of the properties secured by the Deeds
of Trust are liquidated and any net proceeds remain after payment of any applicable taxes and all other transactions costs and
fees are paid by Borrower. Borrower shall make such prepayments within ten (10) business days following settlement of all taxes
and other obligations arising under the properties secured by the Deeds of Trust and receipt of the collected sales proceeds.


 


Section
2.4             Application of Payments; Prepayments.Notwithstanding
any provision contained herein to the contrary, Borrower may prepay the Loan, in whole or in part, at any time without premium
or penalty. Any prepayments shall be applied first to any fees and expenses incurred by Lender in enforcement of the Loan Documents
or any other document evidencing or securing the obligations of Borrower and/or its subsidiaries under this Agreement or under
such documents, then to accrued interest and then to the principal balance outstanding; provided, however, if at any time
Lender receives from Borrower an amount applicable to the Note which is less than all amounts due and payable at such time, Lender
may apply that payment to amounts then due and payable in any manner and in order determined by Lender, in its sole discretion.
Borrower agrees that neither Lender’s acceptance of the payment from Borrower in the amount that is less than all amounts
then due and payable, nor Lender’s application of such payment of such payments shall constitute either a waiver of the
unpaid amounts or an accord and satisfaction.


 


Section
2.5             Events upon Repayment of Loan. Upon
the full, complete and final repayment and discharge by Borrower of all of the obligations under the Loan Documents, Lender shall,
promptly, after such repayment and discharge have occurred, release the Guarantors’ obligations under the Guarantees, as
well as all of its liens and security interests under the Deeds of Trust and the Security Agreement-Pledges and any other Loan
Document executed by Borrower and/or any other subsidiaries to evidence or secure the indebtedness and/or obligation(s) of Borrower
and/or any other subsidiaries under this Loan Agreement.


 


ARTICLE
III


 


Conditions
To Agreement


 


The
obligation of Lender to enter into this Agreement shall be subject to the prior or concurrent satisfaction (or in Lender’s
discretion, the waiver) of each of the conditions precedent set forth in this Section.


 


Section
3.1                Resolutions. Lender
shall have received from Borrower a certificate of its Secretary, Assistant Secretary or other appropriate officer, as applicable,
as to:


 






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(i)                
resolutions of its Board of Directors or Managers, as the case may be, then in full force and effect authorizing the execution,
delivery and performance of this Agreement and the Note and each other Loan Document to be executed by it;


 


(ii)              
the incumbency and signatures of those of its officers and/or managers authorized to act with respect to this Agreement; and


 


(iii)            
that Borrower and its subsidiaries are in compliance with all of the covenants and agreements contained in this Agreement.





 


Section
3.2                Delivery of Note.
Lender shall have received the Note duly executed and delivered by Borrower.


 


Section
3.3                Confirmation of Security Agreement-Pledge-MFHC.
By its execution hereof, Meier Family Holding Company, LLC (“MFHC”) hereby confirms the continuation and legal,
valid and binding effect of the Security Agreement-Pledge-MFHC.


 


Section
3.4                Confirmation of Security Agreement-Pledge-MMC.
By its execution hereof, Meier Management Company, LLC (“MMC”) hereby confirms the continuation and legal,
valid and binding effect of the Security Agreement-Pledge-MMC.


 


Section
3.5                Confirmation of Security Agreement-Pledge.
By their execution hereof, each of Annette Meier and Troy Meier hereby confirms the continuation and legal, valid and binding
effect of the Security Agreement-Pledge each individually executed on April 14, 2017.


 


Section
3.6                Confirmation of the Guaranty.
By their execution hereof, the Guarantors hereby confirm the continuation and legal, valid and binding effect of the Guaranty.


 


Section
3.7                Compliance with Loan Documents.
Borrower shall have provided all agreements and performed all covenants required by this Agreement and all representations and
warranties herein and in the other Loan Documents made by Borrower or any of its subsidiaries shall be true and correct as of
the date hereof.


 


Section
3.8                No Default. No default,
or event which could become a default if uncured, shall have occurred and be continuing on the date hereof.


 


ARTICLE
IV


 


Representations
And Warranties


 


In
order to induce Lender to enter into this Agreement, Borrower represents and warrants unto Lender as follows:


 


Section
4.1                Organization, etc.
Borrower is a corporation validly organized and existing and in good standing under the laws of the State of Delaware, is duly
qualified to do business and is in good standing in the State of Utah and all jurisdictions where the nature of its business requires
such qualification, and has full power and authority and holds all requisite governmental licenses, permits and other approvals
to enter into and perform its obligations under the Loan Documents to which it is a party and to own and hold under lease its
property and to conduct its business substantially as currently conducted by it.


 






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Section
4.2                Due Authorization, Non-Contravention,
etc. Borrower has the full legal power, right and capacity to enter into and perform the Loan Documents to which it is
party. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party are within Borrower’s
corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene Borrower’s organizational
documents, (b) contravene any contractual restriction, law or governmental regulation or court decree. or order binding on or
affecting Borrower or any such obligor, (c) result in, or require the creation or imposition of, any lien on any of any obligor’s
properties, or (d) require the consent or approval of any other person.


 


Section
4.3                Government Approval, Regulation,
etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority
or regulatory body or other person is required for the due execution, delivery or performance by Borrower of the Loan Documents
to which it is a party. Neither Borrower nor any of its subsidiaries is an “investment company” within the meaning
of the Investment Company Act of 1940, as amended, or a “holding company,” or a “subsidiary company” of
a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company''
of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.


 


Section
4.4                Validity, etc. The
Loan Documents executed by Borrower will, on the due execution and delivery thereof, constitute, the legal, valid and binding
obligations of such parties enforceable in accordance with their respective terms. Each document executed pursuant hereto by each
named obligor will, on the due execution and delivery thereof by such obligor, be the legal, valid and binding obligation of such
obligor enforceable in accordance with its terms.


 


ARTICLE
V


 


Affirmative
Covenants


 


Borrower
agrees with Lender that during the time any amounts are due and owing to Lender by Borrower, Borrower will, and will cause each
of its subsidiaries to, perform the obligations set forth in this Section.


 


Section
5.1                Books and Records.
Borrower and each of its subsidiaries will keep books and records which accurately reflect all of their business affairs
and transactions, or relate to the leases secured by the Deeds of Trust (collectively, the “Leases”), and permit
Lender or any of its representatives, at reasonable times and intervals, to visit all of its offices and the Leases, to discuss
such affairs and transactions with their respective officers and independent public accountants (and Lender is hereby authorized
to have such independent public accountants discuss the financial matters of Borrower and its subsidiaries) and to examine (and,
at the expense of Borrower, photocopy extracts from) any of its books or other corporate records. Borrower shall pay any fees
incurred in connection with Lender’s exercise of its rights pursuant to this Section.


 


Section
5.2                Environmental Covenant.
 Borrower will (i) use and operate all of its facilities and properties (including the Leases) in compliance with all environmental
laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters
in effect and remain in material compliance therewith, and handle all hazardous materials in compliance with all applicable environmental
laws, (ii) immediately notify Lender and provide copies upon receipt of all written claims, complaints, notices or inquires relating
to the condition of its facilities and properties or compliance with environmental laws, and shall promptly cure and have dismissed
with prejudice to the satisfaction of Lender any actions and proceedings relating to compliance with environmental laws, and (iii)
provide such information and certifications which Lender may reasonably request from time to time to evidence compliance with
this Section.


 






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Section
5.3                Further Assurances.
Borrower will execute and deliver all such other and additional instruments, notices, releases and other documents and will do
all such other acts and things as may be reasonably necessary or appropriate to more fully secure Lender or its successors or
assigns all of the respective rights and interests herein and hereby or pursuant to any of the other Loan Documents granted or
intended so to be.





 


ARTICLE
VI


 


Negative
Covenants


 


Borrower
agrees with Lender that, during the time any amounts are due and owing to Lender by Borrower, Borrower will, and will cause each
of its subsidiaries to, perform the obligations set forth in this Section.


 


Section
6.1              No Senior Pari Passu Indebtedness. Borrower
shall not, without Lender’s consent, incur any indebtedness which is senior to or in pari passu to that of Lender nor directly
or indirectly hypothecate, pledge or encumber the Leases, cash flow, assets or reserves of Borrower in or to any other credit
facility, loan or arrangement which is senior to or in pari passu to this Credit Facility while any part of the principal advanced
by Lender under the Note is outstanding and/or unpaid.


 


Section
6.2             Liens of Deeds of Trust and Security Agreement-Pledges.
The Deeds of Trust and the Security Agreement-Pledges are, and always will be kept, a direct first perfected lien and security
interest upon one hundred percent (100%) of the interest in the Leases, as hereinafter defined, owned by or held in the name of
Borrower (as to the Deeds of Trust). Borrower will not create or suffer to be created or permit to exist any lien, security interest
or charge which is senior, prior to or on a parity with the liens and security interests of the Deeds of Trust and the Security
Agreement-Pledges upon the Leases covered by the Deeds of Trust or the personal property in the names of the Borrower, or any
part thereof or upon the rents, issues, revenues, profits and other income therefrom.


 


Section
6.3             Business Activities. Borrower is a corporation
and will not engage, or permit any of its subsidiaries to engage, in any business activity, except the owning, operating, producing,
processing and marketing of hydrocarbons and such activities as may be incidental or related thereto, without the prior written
consent of Lender, in its sole discretion.


 


Section
6.4             Consolidation, Merger, etc. Borrower
will not liquidate or dissolve, consolidate with, or merge into or with, any other person or entity without the prior written
consent of Lender, which consent shall not be unreasonably withheld.


 


Section
6.5             No Change in Name, Location, etc. Borrower
will not change its name or identity, or change the location of its chief executive office or its chief place of business or the
place where Borrower keeps its books and records concerning the Leases without the prior written consent of Lender, which consent
shall not be unreasonably withheld.


 






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ARTICLE
VII


 


Events
of Default/Remedies of Lender


 


Each
of the following events or occurrences described in this Section shall constitute an “Event of Default”:


 


Section
7.1                 Non-Payment of Obligations.
Borrower shall default in the payment or prepayment (as applicable) when due of any principal of or interest under the Note, or
Borrower or any other obligor shall default in the payment when due of any other monetary obligation arising by, through or under
the Loan Documents after receipt of written notice of such failure to pay and after the expiration of a five (5) day grace period.


 


Section
7.2                 Breach of Warranty.
Any representation or warranty made or deemed to be made hereunder or in any of the other Loan Documents, or any other writing
or certificate furnished by or on behalf of Borrower or any of its other subsidiaries or its affiliates that are parties to the
Collateral Documents for the purposes of or in connection with this Agreement or any such other Loan Document is false in any
material respect.


 


Section
7.3                 Non-Performance of Certain
Covenants and Obligations. A default in the due performance by any party to the Loan Documents and continuation of such
default beyond the applicable grace period expressly granted, if any, with respect thereto.


 


Section
7.4                 Bankruptcy, Insolvency,
etc. Borrower shall (a) be declared bankrupt (involuntary or voluntary) or generally be unable to pay, or admit
in writing its inability or unwillingness to pay its debts as they become due, (b) apply for, consent to, or acquiesce in, the
appointment of a trustee, receiver, sequestrator or other custodian for Borrower, the Leases or any other property of any thereof,
or make a general assignment for the benefit of creditors, or (c) in the absence of such application, consent or acquiescence,
permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for Borrower, any of its other
subsidiaries or for the Leases or any part of any thereof, and such trustee, receiver, sequestrator or other custodian shall not
be discharged within sixty (60) days or an action commenced within such period seeking such discharge and prosecuted in good faith
to conclusion.


 


Section
7.5                 Remedies of Lender.
Upon an event of default described above in this Article VII, Lender shall, prior to exercising the remedies described herein,
provide Borrower with written notice specifying in reasonable detail the event of default which has occurred and stating that
it intends to exercise remedies provided in this Section. Borrower shall then have five (5) days in the case of a monetary default,
and twenty (20) days in the case of a non-monetary default, after receipt of such notice to cure or cause to be cured such default
and to provide Lender with notice and reasonable documentation that it has cured or cause to be cured such Event of Default. If
Borrower does not provide such proper notice and evidence, then Lender may immediately by notice to Borrower declare all or any
portion of the outstanding principal amount under the Note and other obligations to be due and payable whereupon the full unpaid
amount under the Note and other obligations which shall be so declared due and payable shall be and become immediately due and
payable, without further notice, demand or presentment, except as may be required by applicable law. Lender is further authorized,
after the passage of the particular cure period, to perform or cause to be performed such act or take such action or pay such
money that Lender deems necessary or desirable to cure such event of default, and any expenses so incurred by Lender and any money
so paid by the Lender shall be a demand obligation owing by Borrower to the Lender and the Lender, upon making such payment, shall
be subrogated to all of the lights of the person receiving such payment. Each amount due and owing by Borrower to the Lender pursuant
to this Agreement or any other Loan Document shall bear interest from the date of notice to Borrower of such expenditure or payment
or other occurrence which gives rise to such amount being owed to the Lender until paid equal to the prime rate of interest quoted
by J.P. Morgan Chase Bank from time to time, plus three percent (3%) per annum, and all such amounts together with such interest
thereon shall become part of the obligations evidenced by the Note and deemed secured by the Deeds of Trust, the Security Agreement-Pledges
and all other Loan Document described or contemplated by this Agreement as security for the obligations of Borrower and its subsidiaries.
Upon demand, after the occurrence of an event of default, Borrower and its other subsidiaries shall reimburse Lender for all reasonable
amounts expended (including the fees and out-of-pocket expenses of counsel) in connection therewith, as a result of or in connection
with its exercise of remedies, together with interest on such amounts at the Note default interest rate from the date incurred
until reimbursed.


 


Further
upon an event of default as described hereinabove and the expiration of any applicable cure period provided as set forth hereinabove,
Lender shall be entitled to exercise all of its rights under the Loan Documents in accordance with the terms set forth therein
and in accordance with applicable law then in effect.


 






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ARTICLE
VIII


 


Miscellaneous


 


Section
8.1             Expenses; Indemnification. Borrower
agrees to pay on demand all costs and expenses incurred by Lender in collection with the preparation, negotiation, and execution
of this Agreement and any and all amendments, modifications, and supplements hereto. Borrower agrees to pay and to hold Lender
harmless from and against all excise, sales, stamp, or other taxes and all fees payable in collection with this Agreement or the
transactions contemplated hereby, and agree to hold Lender harmless from and against any and all present or future claims or liabilities
with respect to or resulting from Borrower performing or delaying in performing their obligations under this Agreement.


 


Section
8.2             No Waiver; Cumulative Remedies. No failure
on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege
under this Agreement preclude any other or fm1her exercise thereof or the exercise of any other right, power, or privilege. The
rights and remedies provided for in this Agreement are cumulative and not exclusive of any right; and remedies provided by law.


 


Section
8.3             Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors, and assigns, except that
Borrower may not assign any of its rights or obligations under this Agreement without the prior written consent of Lender, which
consent shall not be unreasonably withheld.


 


Section
8.4             Amendment; Entire Agreement. This Agreement
together with all other Loan Documents described or referenced in this Agreement embodies the entire agreement among the parties
hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. The provisions of
this Agreement may be amended or waived only by an instrument in writing signed by the parties hereto.


 


Section
8.5             Notices. Any notice, consent, or other
communication required or permitted to be given under this Agreement to Lender or Borrower must be in writing and delivered in
person or mailed by registered or certified mail, return receipt requested, postage prepaid, sent by verifiable facsimile transmission,
or by verifiable overnight delivery service, as follows:


 


 






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	 	To
    Lender:	Superior
    Drilling Products, Inc.
	 	 	Attn:
    Chris Cashion, Chief Financial Officer (“CFO”)
	 	 	1583 S. 1700 E.
	 	 	Vernal, UT 84078
	 	 	FAX: (435) 789-0595
	 	 	 
	 	Copy to:	Randolph Ewing
	 	 	Ewing & Jones,
    PLLC
	 	 	6363 Woodway, Suite
    1000
	 	 	Houston, Texas 77057
	 	 	FAX: (713) 590-9601
	 	 	 
	 	To Borrower:	Tronco Energy Corp.
	 	 	1583 S. 1700 E.
	 	 	Vernal, UT 84078
	 	 	Attention:  Chief
    Executive Officer (“CEO”)
	 	 	FAX:  (801)
    990-1256







 


Any
such notice, consent, or other communication shall be deemed given when delivered in person or, if mailed, when duly deposited
in the U.S. mails, or if by overnight delivery service, when actually delivered.


 


Section
8.6             APPLICABLE LAW. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH.


 


Section
8.7             Headings. The headings, captions, and
arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


Section
8.8             Survival of Representations and Warranties.
All representations and warranties made in this Agreement or in any certificate delivered pursuant hereto shall survive the
execution and delivery of this Agreement, and no investigation by Lender shall affect the representations and warranties or the
right of Lender to rely upon them.


 


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


 


Section
8.10         Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section
8.11         USA Patriot Act Compliance. This Agreement is expressly subject
to the provisions of the USA Patriot Act, PublicLaw107-56, signed into law October 26, 2001, and as amended, and the resulting
amendments to the various and sundry federal statutes resulting from its provisions.


 






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Section
8.12         Drafting. Each of the parties hereto acknowledges that each
party was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be
raised or used in which the provisions of this Agreement shall be construed in favor or against any Party hereto because one is
deemed to be the author thereof.


 


Section
8.13         COUNSEL. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT HE, SHE
OR IT IS EXECUTING A LEGAL DOCUMENT THAT CONTAINS CERTAIN DUTIES, OBLIGATIONS AND RESTRICTIONS AS SPECIFIED HEREIN. EACH PARTY
FURTHERMORE ACKNOWLEDGES THAT HE, SHE OR IT HAS BEEN ADVISED OF HIS, HER OR ITS RIGHT TO RETAIN LEGAL COUNSEL, AND THAT HE, SHE
OR IT HAS EITHER BEEN REPRESENTED BY LEGAL COUNSEL PRIOR TO EACH PARTY’S EXECUTION HEREOF OR HAS KNOWINGLY ELECTED NOT TO
BE SO REPRESENTED.


 


Section
8.14         NO ORAL AGREEMENTS. THIS WRITTEN LOAN AGREEMENT TOGETHER WITH THE
DOCUMENTS DESCRIBED OR REFERENCED HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 





Signature
Page Follows


 






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Executed
as of the Effective Date above written.


 


	 	“Borrower”
	 	 	 
	 	TRONCO
    ENERGY CORP.
	 	 	 
	 	 	 
	 	By:	/s/
    Troy Meier
	 	    	Troy
    Meier, President
	 	 	 
	 	“Lender”
	 	 	 
	 	SUPERIOR
    DRILLING PRODUCTS, INC.
	 	 	 
	 	 	 
	 	By:
    	/s/
    Chris Cashion
	 		Chris
    Cashion, Chief Financial Officer
	 	 	 


 


The
undersigned are executing this Agreement for the purposes of confirming the statements made in Section 3.3 of this Agreement.


	 	MEIER
    FAMILY HOLDING COMPANY, LLC
	 	 	 
	 	 	 
	 	By:
    	/s/
    Annette Meier
	 		Annette
    Meier, Manager


 


The
undersigned are executing this Agreement for the purposes of confirming the statements made in Section 3.4 of this Agreement.


	 	MEIER
    MANAGEMENT COMPANY, LLC
	 	 	 
	 	 	 
	 	By:
    	/s/
    Annette Meier
	 		Annette
    Meier, Manager


 


 


The
undersigned are executing this Agreement for the purposes of confirming the statements made in Sections 3.5 and 3.6 of this Agreement.


	 	“Guarantors”
	 		
	 		
	 	By:	/s/
    Troy Meier
	 		Troy
    Meier
	 		
	 	By:
    	/s/
    Annette Meier
	 		Annette
    Meier


 






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Schedule
1.3


 


Collateral
Documents





 


1.                 
A pledge of 3,173,350 shares of common stock of Lender held in the name of Meier Management Company, LLC, pursuant to that certain
Security Agreement-Pledge-MMC.


 


2.                 
A pledge of 5,641,510 shares of common stock of Lender held in the name of Meier Family Holding Company, LLC, pursuant to that
certain Security Agreement-Pledge-MFHC.


 


3.                 
A pledge of 301,646 Restricted Stock Units of Lender held in the name of Troy Meier.


 


4.                 
A pledge of 229,079 Restricted Stock Units of Lender held in the name of Annette Meier.


 


5.                 
Joint and several guaranty, by Gilbert Troy Meier, Annette Deuel Meier, in their individual capacities and as the Trustees of
the Gilbert Troy Meier Trust and the Trustees of the Annette Deuel Meier Trust (collectively, the “Guarantors”),
respectively, pursuant to that certain Guaranty executed by each of the Guarantors as of the date hereof.


 






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