Exhibit No.: 10.10
	 	 	To Form S-1 Registration Statement


 


INTELLECTUAL PROPERTY PROTECTION AGREEMENT


 


THIS INTELLECTUAL
PROPERTY PROTECTION AGREEMENT (the “Protection Agreement”) is made effective as of January 28, 2014 (the
“Effective Date”), by and between 3cREAMERS, LLC, a Texas limited liability company (the “3cR”),
HARD ROCK SOLUTIONS, INC., a Texas corporation (“HRSI”), HARD ROCK SOLUTIONS, LLC, a Utah limited
liability company (the “Company”), SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company
(“Superior”), JAMES D. ISENHOUR, an individual (“Isenhour”) and TROY MEIER,
an individual (“Meier”). 3cR, HRSI and the Company are sometimes referred to herein as the “Isenhour
Companies” or singularly as an “Isenhour Company”. The Isenhour Companies, Superior, Isenhour and
Meier are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party”.


 


WITNESSETH:


 


WHEREAS, Meier,
and his wife, Annette Meier, are the owners of Superior Drilling Products, LLC, a Utah limited liability company (the “Buyer”);


 


WHEREAS, James
D. Isenhour is the sole stockholder (“Isenhour”) of 3cR and of HRSI, which owns all of the issued and outstanding
membership interests of the Company (“Interests”);


 


WHEREAS, it
is contemplated that Buyer will purchase from HRSI and HRSI will sell to Buyer the Interests pursuant to that certain Membership
Interest Purchase Agreement between HRSI, the Company, Isenhour and Buyer (the “MIPA”);


 


WHEREAS, in
connection with the MIPA, HRSI will transfer certain assets and certain patents and a trademark (the “Patents and Mark”)
to the Company;


 


WHEREAS, 3cR
currently owns all such Patents and Mark and in connection with the MIPA, has agreed to transfer and assign the Patents and Mark
to HRSI on or prior to the execution of the MIPA;


 


WHEREAS, in
order to further facilitate the successful procurement of patents and the transactions contemplated by the MIPA, Isenhour and Meier
have on even date herewith assigned and transferred all of each’s one-half (1/2) interest as an inventor in (i) United States
Patent Application Serial No. 13/644,218 filed with the U.S. Patent & Trademark Office entitled “Well Bore Conditioning
System” which was filed on October 3, 2012, published on July 18, 2013 as Publication No. 2013/0180779 and which relies upon
provisional Application No. 61/566,079 and 61/542,601 for priority (“the 218 Application”) and (ii) Patent Cooperation
Treaty Application No. PCT/US12/58573, filed on October 3, 2012, International Publication No. WO 2013/052554, which claims the
benefit of United States Patent Application Serial No. 13/644,218 (the “PCT Application”) and all patent applications
relying upon that PCT Application including but not limited to applications for patents in Argentina (collectively, the “PCT/US12/58573
Application”) to 3cR (the “3cR Assignment”);


 






    	 



    	 



    

 


WHEREAS, in
consideration of the transactions contemplated by the MIPA, Isenhour and Meier have also assigned and transferred all of each’s
one-half (1/2) interest as an inventor in (i) United States Patent Application Serial No. 14/018,066 filed with the U.S. Patent
& Trademark Office entitled “Low Friction, Abrasion Resistant Replaceable Bearing Surface” which was filed on September
4, 2013, and which relies upon provisional Application No. 61/696,738 for priority (“the 066 Application”) and
(ii) Patent Cooperation Treaty Application No. PCT/US2013/58037, filed on September 4, 2013, which claims the benefit of United
States Patent Application Serial No. 14/018,066 (the “PCT Application”) and all patent applications relying
upon that PCT Application (collectively, the “PCT/US2013/58037 Application”) to Superior (the “Superior
Assignment”);


 


WHEREAS, the
3cR Assignment and the Superior Assignment are in exchange for and contingent upon the Parties entering into this Protection Agreement;


 


WHEREAS, the
218 Application and the PCT/US12/58573 Application shall be collectively referred to hereinafter as the “Well Bore IP”
and the 066 Application and the PCT/US2013/58037 Application shall be collectively referred to hereinafter as the “Low
Friction IP”;


 


WHEREAS, 3cR
owns title to the Well Bore IP and Superior owns title to the Low Friction IP;


 


WHEREAS, 3cR
has further agreed to transfer and assign the Patents and Mark, including the Well Bore IP, to HRSI on or prior to the execution
of the MIPA;


 


WHEREAS, upon
the occurrence of the Escrow Signing Date, as such term is defined in the MIPA, HRSI will transfer the Patents and Mark, including
the Well Bore IP, to the Company; and


 


WHEREAS, this
Protection Agreement shall govern, among other things, the time period during which any of the Isenhour Companies shall own the
Well Bore IP, and the time period prior to the closing of the MIPA, as fully contemplated therein (the “MIPA Closing”)
during which Superior shall own the Low Friction IP;


 


NOW,
THEREFORE, for and in consideration of the payment of $10.00, the mutual covenants and conditions contained herein,
and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties
hereto do hereby agree as follows:


 


1.          The
3cR Assignment:


 


a.           Protection
of Well Bore IP.          During any time that any of the Isenhour
Companies own or hold title to the Well Bore IP, the Isenhour Companies, jointly and severally, shall utilize commercially reasonable
best efforts to prosecute and maintain the patent applications and/or subsequent patents pertaining to the Well Bore IP. In addition,
the Isenhour Companies, jointly and severally, agree not to do any of the following:


 






    	 



    	 



    

 


i.            enter
into any sale, lease, transfer, pledge, license, security interest, or any subjection that may create a lien or encumbrance
of any kind on the Well Bore IP;


 


ii.         enter
into any agreement, arrangement, assignment or other commitments,
including but not limited to a license agreement with respect to the Well Bore IP; and


 


iii.         not
alter, change, modify, improve or take any similar action with respect to the Well Bore IP.


 


Notwithstanding
anything to the contrary contained herein, the Isenhour Companies may assign and transfer the Well Bore IP to other Isenhour Companies
or to the Buyer as contemplated herein and in the MIPA.


 


b.           Re-conveyance
to Meier. In the event either (i) the MIPA is terminated pursuant to Article VIII thereof or (ii) the MIPA Closing does not
occur on the Closing Date, or the Extended Closing Date, if applicable, the Isenhour Companies hereby agree that a one-half (1/2)
interest in the Well Bore IP shall automatically be conveyed back to Meier by the Isenhour Company then holding title thereto.
In such event, such Isenhour Company shall execute and deliver an assignment, in substantially the same form as Meier used to convey
such Well Bore IP to 3cR, and any other documents reasonably necessary or required in order to re-convey a one-half (1/2) interest
in the Well Bore IP to Meier.


 


c.           Acknowledgement.
The Isenhour Companies hereby acknowledge and agree that Meier transferred and assigned the Well Bore IP to 3cR as a convenience
to all of the parties to the MIPA and to the U.S. Patent & Trademark Office, and but for this Protection Agreement, would not
have so entered into the 3cR Assignment.


 


2.          The
Superior Assignment:


 


a.           Protection
of Low Friction IP. During the time period between the Effective Date and the MIPA Closing that Superior owns or holds title
to the Low Friction IP, Superior shall utilize commercially reasonable best efforts to prosecute and maintain the patent applications
and/or subsequent patents pertaining to the Low Friction IP. In addition, Superior, agrees not to do any of the following:


 


i.            enter
into any sale, lease, transfer, pledge, license, security interest, or any subjection that may create a lien or encumbrance
of any kind on the Low Friction IP;


 






    	 



    	 



    

 


ii.         enter
into any agreement, arrangement, assignment or other commitments,
including but not limited to a license agreement with respect to the Low Friction IP; and


 


iii.         not
alter, change, modify, improve or take any similar action with respect to the Low Friction IP.


 


Notwithstanding
anything to the contrary contained herein, upon the MIPA Closing, Isenhour hereby agrees that Superior shall freely own the Low
Friction IP without any of the above stated restrictions.


 


b.           Re-conveyance
to Isenhour. In the event either (i) the MIPA is terminated pursuant to Article VIII thereof or (ii) the MIPA Closing does
not occur on the Closing Date, or the Extended Closing Date, if applicable, Superior hereby agrees that a one-half (1/2) interest
in the Low Friction IP shall automatically be conveyed back to Isenhour by Superior. In such event, Superior shall execute and
deliver an assignment, in substantially the same form as Isenhour used to convey such Low Friction IP to Superior, and any other
documents reasonably necessary or required in order to re-convey a one-half (1/2) interest in the Low Friction IP to Isenhour.


 


c.           Acknowledgement.
Superior hereby acknowledges and agrees that Isenhour transferred and assigned the Low Friction IP to Superior as consideration
for the contemplated MIPA Closing, and but for this Protection Agreement, would not have so entered into the Superior Assignment.


 


3.          Termination.
SUBJECT TO APPLICABLE PROVISIONS HEREIN, The Parties hereby acknowledge and agree that this Protection Agreement shall immediately
terminate and have no further force and effect upon the MIPA Closing.


 


4.          Breach;
Equitable Relief. If any of the Isenhour Companies commits a breach, or overtly threatens to commit a breach, of any of the
provisions of Section 1, Meier shall have the right and remedy to obtain preliminary, temporary or permanent mandatory or restraining
injunctions, orders or decrees as may be necessary to protect Meier or any of his affiliates and to have the provisions of Section
1 of this Protection Agreement specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any
such breach or threatened breach may cause immediate irreparable injury and continuing damage to Meier and his affiliates, the
exact amount of which would be difficult to ascertain. Further, the Isenhour Companies acknowledge and agree that money damages
will not provide an adequate remedy, and that Meier shall be entitled to temporary or permanent injunctive relief. If Superior
commits a breach, or overtly threatens to commit a breach, of any of the provisions of Section 2, Isenhour shall have the right
and remedy to obtain preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary
to protect Isenhour or any of his affiliates and to have the provisions of Section 2 of this Protection Agreement specifically
enforced by any court having jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause
immediate irreparable injury and continuing damage to Isenhour and his affiliates, the exact amount of which would be difficult
to ascertain. Further, Superior acknowledges and agrees that money damages will not provide an adequate remedy, and that Isenhour
shall be entitled to temporary or permanent injunctive relief. If a bond is required to be posted in order for either Party mentioned
in this Section 4 to secure an injunction, the Parties stipulate that a bond in the amount of $1,000 would be sufficient in all
circumstances to protect the rights of such Party. The rights and remedies enumerated above shall be independent, and in addition
to, and not in lieu of, any other rights and remedies available to the Parties at law or in equity.


 






    	 



    	 



    

 


5.          Governing
Law. This Protection Agreement shall be governed by and construed and interpreted in accordance with the laws of the
State of Colorado. All disputes, controversies or differences which may arise out of, in relation to, or in connection with this
Protection Agreement or the breach thereof shall, unless settled by mutual consultation in good faith, be finally settled in the
state or federal courts located in Denver County, Colorado. Each Party reserves the right to pursue injunctive relief or other
equitable remedies in a court of competent jurisdiction in connection with any breach of the terms of this Protection Agreement.


 


6.          Severability.
Whenever possible, each provision of this Protection Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Protection Agreement shall be prohibited by or invalid under applicable
law, such provisions shall be ineffective to the extent of such provision or invalidity only, without invalidating the remainder
of such provision or the remaining provisions of this Protection Agreement.


 


7.          Waiver.
No failure by any Party hereto at any time to give notice of any breach by another Party of, or to require compliance with, any
condition or provision of this Protection Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.


 


8.          Assignment.
Neither this Protection Agreement nor any interest herein may be assigned by any Party hereto except as specifically contemplated
and required by the MIPA or herein.


 


9.          Modification;
Entire Agreement. No modification or amendment of any provisions of this Protection Agreement shall be effective unless such
modification or amendment shall be in writing and signed by the Parties. This Protection Agreement constitutes the sole and entire
agreement of the Parties hereto with respect to the matters covered hereby and supersedes all prior negotiations and written, oral
or implied representations, warranties, commitments, agreements and understandings between or among the Parties with respect to
such matters.


 


10.         Notice.
All notices, demands, consents or other communications required or permitted hereunder shall be in writing and shall be deemed
to have been given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 






    	 



    	 



    

 


	If to 3cR:
	 	 
		3cReamers, LLC
	 	c/o James D. Isenhour and Julia Isenhour
	 	4817 Country Farms Drive
	 	Windsor, Colorado 80528
	 	 
	If to Isenhour or the Isenhour Companies:
	 	 
	 	James D. Isenhour and Julia Isenhour
	 	4817 Country Farms Drive
	 	Windsor, Colorado 80528
	 	 
	If to Superior:
	 	 
	 	Superior Drilling Products
	 	Attn: Troy Meier 
	 	2221 N. 3250 W.
	 	Vernal, Utah 84078
	 	 
	If to Meier:
	 	 
	 	2221 N. 3250 W. 
	 	Vernal, Utah 84078


 


or to such other person and place as a
Party shall furnish by notice to the other Parties hereto if given in the manner required above. Any notice, demand, consent or
other communication given hereunder in the manner required above shall be deemed to have been effected and received as of the date
hand delivered or, if mailed, three days after the date so mailed.


 


11.         Multiple
Counterparts; Headings. This Protection Agreement may be executed in multiple counterparts, each of which will be an original,
but all of which together will constitute one and the same instrument. For purposes of the Protection Agreement and all documents,
instruments and agreements executed in connection herewith, facsimile or electronic signatures shall be deemed to be original signatures.
In addition, if any Party executes facsimile or electronic copies of this Protection Agreement or any documents, instruments of
agreements executed in connection herewith, such copies shall be deemed originals. The section headings contained in this
Protection Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Protection
Agreement.


 


12.         Drafting.
Both Parties hereto acknowledge that each Party was actively involved in the negotiation and drafting of this Protection Agreement
and that no law or rule of construction shall be raised or used in which the provisions of this Protection Agreement shall be construed
in favor or against either Party hereto because one is deemed to be the author thereof.


 




    	 



    	 



    

 


IN WITNESS WHEREOF
the Parties hereto have executed this Protection Agreement as of the date and year first above written.


 





	 	MEIER:
	 	 
	 	/s/ Troy Meier
	 	TROY MEIER, an individual
	 	 
	 	ISENHOUR:
	 	 
	 	/s/ James D. Isenhour
	 	JAMES D. ISENHOUR, an individual
	 	 
	 	3cR:
	 	 
	 	3cREAMERS, LLC
	 	 	 
	 	By: 	/s/ James D. Isenhour
	 	 	James D. Isenhour, President
	 	 	 
	 	HRSI:
	 	 
	 	HARD ROCK SOLUTIONS, INC.
	 	 	 
	 	By:	/s/ James D. Isenhour
	 	 	James D. Isenhour, President
	 	 	 
	 	Company:
	 	 
	 	HARD ROCK SOLUTIONS, LLC
	 	 	 
	 	By:	/s/ James D. Isenhour
	 	 	James D. Isenhour, President
	 	 	 
	 	Superior:
	 	 
	 	SUPERIOR DRILLING PRODUCTS, LLC
	 	 	 
	 	By:	/s/ Troy Meier
	 	 	Troy Meier, President







 






    	 



    	 



    

 


THE UNDERSIGNED ARE EXECUTING THIS PROTECTION
AGREEMENT IN ORDER TO EVIDENCE THEIR AGREEMENT TO UNEQUIVOCALLY AND IRREVOCABLY GUARANTEE THE COVENANTS AND OBLIGATIONS OF EACH
OF THE ISENHOUR COMPANIES AND SUPERIOR, RESPECTIVELY.


 


	 	On behalf of the Isenhour Companies:
	 	 
	 	/s/ James D. Isenhour
	 	JAMES D. ISENHOUR, an individual
	 	 
	 	On behalf of Superior:
	 	 
	 	/s/ Troy Meier
	 	TROY MEIER, an individual