Exhibit 10.35


 


Loan No. TBD


 


LOAN AGREEMENT


 


This LOAN AGREEMENT (this “Agreement”)
is entered into at Cottonwood Heights, Utah, as of July 3, 201.2, between Meier Family Holding Company, LLC, an Utah
limited liability company, with its chief executive office located at 2221 North 3250 West, Vernal, Utah 84078 (the
“Borrower”) and Proficio Bank, a State Chartered Commercial Bank, with an address of 6985 Union Park Center, Suite
150, Cottonwood Heights, Utah 84047 (the “Bank”).


 


FOR VALUE RECEIVED,
and in consideration of the granting by the Bank of financial accommodations to or for the benefit of the Borrower, including
without limitation respecting the Obligations (as hereinafter defined), the Borrower represents to and agrees with the Bank, as
of the date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows: 


 


1.          THE
LOAN


 


1.1                 Loan.
Subject to the terms and conditions of this Agreement, the Bank hereby agrees to make a loan to Borrower and Superior Drilling
Products, LLC in the original principal amount of $240,000,00 (the “Loan”). The Loan shall be evidenced by that
certain Term Note, of even date herewith (the “Note’’) by Borrower and Superior Drilling Products, LLC in favor
of the Bank in the original principal amount of $240,000.00. This Agreement, the Note, and any and all other documents,
amendments or renewals executed and delivered in connection with any of the foregoing are collectively hereinafter referred to
as the “Loan Documents”.


 


1.2                 Definitions.
The following definitions shall apply:


 


		(a)	“Code” shall mean the Utah Uniform Commercial Code, Section 70A-1-101 et.seq. as amended
from time to time.



 


		(b)	“Obligation(s)” shall mean, without limitation, all loans, advances, indebtedness,
notes, liabilities and amounts, liquidated or unliquidated, owing by the Borrower to the Bank at any time, of each and every kind,
nature and description, whether arising under this Agreement or otherwise, and whether secured or unsecured, direct or indirect
(that is, whether the same are due directly by the Borrower to the Bank; or are due indirectly by the Borrower to the Bank as endorser,
guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to the Bank, or
otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation,
payment when due of all amounts outstanding respecting any of the Loan Documents. Said term shall also include all interest and
other charges chargeable to the Borrower or due from the Borrower to the Bank from time to time and all costs and expenses referred
to in this Agreement.



 


		(c)	“Person” or “party” shall mean individuals, partnerships, corporations,
limited liability companies and all other entities.



 


All words and terms
used in this Agreement other than those specifically defined herein shall have the meanings accorded to them in the Code.


 




    	 



    	 



    

 


2.          REPRESENTATIONS
AND WARRANTIES


 


2.1                 Organization
and Qualification. Borrower is a duly organized and validly existing limited liability company under the laws of the State
of its formation, with the exact legal name set forth in the first paragraph of this Agreement. Borrower is in good standing under
the laws of said State, has the power to own its property and conduct its business as now conducted and as currently proposed to
be conducted, and is duly qualified to do business under the laws of each state where the nature of the business done or property
owned requires such qualification.


 


2.2                 Related
Parties. Borrower has no interest in any entities other than those listed on Schedule 2.2, if any, and the Borrower has never
consolidated, merged or acquired substantially all of the assets of any other entity or person other than those listed on Schedule
2.2, if any.


 


2.3                 Limited
Liability Company Records. Borrower’s certificate of organization, articles of organization or other charter document
and all amendments thereto have been duly filed and are in proper order. All members of the Borrower are properly reflected on
all books and records of the Borrower, including but not limited to its operating agreement, minute books, bylaws and books of
account, all of which are accurate and up to date and will be so maintained.


 


2.4                 Title
to Properties: Absence of Liens. Borrower has good and clear record and marketable title to all of its properties and assets,
and all of its properties and assets are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except
(a) the mortgages, deeds of trust and security interests as set forth on Schedule 2.4, if any, and (b) the leases of personal property
as set forth on Schedule 2.4, if any.


 


2.5                 Places
of Business. Borrower’s chief executive office is correctly stated in the preamble to this Agreement, and Borrower shall,
during the term of this Agreement, keep the Bank currently and accurately informed in writing of each of its other places of business,
and shall not change the location of such chief executive office or open or close, move or change any existing or new place of
business without giving the Bank at least thirty (30) days prior written notice thereof.


 





2.6                 Valid
Obligations. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action
and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except
as limited by equity or laws relating to the enforcement of creditors’ rights.




 


2.7                 Conflicts.
There is no provision in Borrower’s organizational or charter documents, if any, or in any indenture, contract or agreement
to which Borrower is a party which prohibits, limits or restricts the execution, delivery or performance of the Loan Documents.


 


2.8                 Governmental
Approvals. The execution, delivery and performance of the Loan Documents does not require any approval of or filing with any
governmental agency or authority.


 


2.9                 Litigation,
etc. There are no actions, claims or proceedings pending or to the knowledge of Borrower threatened against Borrower which
might materially adversely affect the ability of Borrower to conduct its business or to pay or perform the Obligations.


 


2.10               Financial
Statements. The Borrower has furnished to the Bank one or more financial statements each of which fairly presents the condition
of the Borrower at the date thereof and the results of the operations of the Borrower for the period indicated, all in conformity
with generally accepted accounting principles, consistently applied.


 


2.11               Changes.
Since the date of the Financial Statements, there have been no changes in the assets, liabilities, financial condition or business
of the Borrower, other than changes in the ordinary course of business, the effect of which have, in the aggregate, been materially
adverse.


 




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2.12               Taxes.
The Borrower has filed all Federal, state and other tax returns required to be filed (except for such returns for which current
and valid extensions have been filed), and all taxes, assessments and other governmental charges due from the Borrower have been
fully paid. The Borrower has established on its books reserves adequate for the payment of all Federal, state and other tax liabilities
(if any).


 


2.13               Use
of Proceeds. No portion of any loan is to be used for (i) the purpose of purchasing or carrying any “margin security”
or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R. 221 and 224 or (ii) primarily personal, family or household purposes.


 


2.14               Environmental.
As of the date hereof neither the Borrower nor any of Borrower’s agents, employees or independent contractors (1) have caused
or are aware of a release or threat of release of Hazardous Materials (as defined herein) on any of the premises or personal property
owned or controlled by Borrower (“Controlled Property”) or any property abutting Controlled Property (“Abutting
Property”), which could give rise to liability under any Environmental Law (as defined herein) or any other Federal, state
or local law, rule or regulation; (2) have arranged for the transport of or transported any Hazardous Materials in a manner as
to violate, or result in potential liabilities under, any Environmental Law; (3) have received any notice, order or demand from
the Environmental Protection Agency or any other Federal, state or local agency under any Environmental Law; (4) have incurred
any liability under any Environmental Law in connection with the mismanagement, improper disposal or release of Hazardous Materials;
or (5) are aware of any inspection or investigation of any Controlled Property or Abutting Property by any Federal, state or local
agency for possible violations of any Environmental Law.


 


To the best of Borrower’s
knowledge, neither Borrower, nor any prior owner or tenant of any Controlled Property, committed or omitted any act which caused
the release of Hazardous Materials on such Controlled Property which could give rise to a lien thereon by any Federal, state or
local government. No notice or statement of claim or lien affecting any Controlled Property has been recorded or filed in any public
records by any Federal, state or local government for costs, penalties, fines or other charges as to such property. All notices,
permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the ownership, operation,
or use of the Controlled Property, Including without limitation, the past or present generation, treatment, storage, disposal or
release of any Hazardous Materials into the environment, have been duly obtained or filed.


 


Borrower agrees to
indemnify and hold the Bank harmless from all liability, loss, cost, damage and expense, including attorney fees and costs of litigation,
arising from any and all of its violations of any Environmental Law (including those arising from any lien by any Federal, state
or local government arising from the presence of Hazardous Materials) or from the presence of Hazardous Materials located on or
emanating from any Controlled Property or Abutting Property whether existing or not existing and whether known or unknown at the
time of the execution hereof and regardless of whether or not caused by, or within the control of Borrower. Borrower further agrees
to reimburse Bank upon demand for any costs incurred by Bank in connection with the foregoing. Borrower agrees that its obligations
hereunder shall be continuous and shall survive the repayment of all debts to Bank and shall continue so long as a valid claim
may be lawfully asserted against the Bank.


 


The term “Hazardous
Materials” includes but is not limited to any and all substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words of
similar meaning or regulatory effect under any present or future Environmental Law or that may have a negative impact on human
health or the environment, Including but not limited to petroleum and petroleum products, asbestos and asbestos-containing materials,
polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives.


 




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The term “Environmental
Law” means any present and future Federal, state and local laws, statutes, ordinances, rules, regulations and the like, as
well as common law, relating to protection of human health or the environment, relating to Hazardous Materials, relating to liability
for or costs of remediation or prevention of releases of Hazardous Materials or relating to liability for or costs of other actual
or threatened danger to human health or the environment. The term “Environmental Law” includes, but is not limited
to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state
or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation
Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to underground storage tanks);
the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water
Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide
Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act.


 


3.          AFFIRMATIVE
COVENANTS


 


3.1                 Payments
and Performance. Borrower will duly and punctually pay all Obligations becoming due to the Bank and will duly and punctually
perform all Obligations on its part to be done or performed under this Agreement.


 


3.2                 Books
and Records; Inspection. Borrower will at all times keep proper books of account in which full, true and correct entries will
be made of its transactions in accordance with generally accepted accounting principles, consistently applied and which are, in
the opinion of a Certified Public Accountant acceptable to Bank, adequate to determine fairly the financial condition and the results
of operations of Borrower. Borrower will at all reasonable times make its books and records available in its offices for inspection,
examination and duplication by the Bank and the Bank’s representatives and will permit inspection of all of its properties
by the Bank and the Bank’s representatives. Borrower will from time to time furnish the Bank with such information and statements
as the Bank may request in its sole discretion with respect to the Obligations.


 


3.3                 Financial
Statements. Borrower will furnish to Bank:


 


		(a)	as soon as available to Borrower, but in any event within 120 days after the close of each fiscal
year, a full and complete signed copy of financial statements, prepared by certified public accountants acceptable to Bank, on
a combined basis with such other entities designated by the Bank, which shall include a balance sheet of the Borrower, as at the
end of such year, and statement of profit and loss of the Borrower reflecting the results of its operations during such year, bearing
the opinion of such certified public accountants and prepared on a compiled basis in accordance with generally accepted accounting
principles, consistently applied together with any so-called management letter;



 


		(b)	from time to time, such financial data and information about Borrower as Bank may reasonably request;
and



 


		(c)	any financial data and information about any guarantors of the Obligations as Bank may reasonably
request.



 


3.4                 Conduct
of Business. The Borrower will maintain its existence in good standing and comply with all laws and regulations of the United
States and of any state or states thereof and of any political subdivision thereof, and of any governmental authority which may
be applicable to it or to its business; provided that this covenant shall not apply to any tax, assessment or charge which is being
contested in good faith and with respect to which reserves have been established and are being maintained.


 


3.5                 Contact
with Accountant. The Borrower hereby authorizes the Bank to directly contact and communicate with any accountant employed by
Borrower in connection with the review and/or maintenance of Borrower’s books and records or preparation of any financial
reports delivered by or at the request of Borrower to Bank.


 




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3.6                 Taxes.
Borrower will promptly pay all real and personal property taxes, assessments and charges and all franchise, income, unemployment,
retirement benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent; provided that this
covenant shall not apply to any tax assessment or charge which is being contested in good faith and with respect to which reserves
have been established and are being maintained.


 


3.7                 Maintenance.
Borrower will keep and maintain its properties, if any, in good repair, working order and condition. Borrower will immediately
notify the Bank of any loss or damage to or any occurrence which would adversely affect the value of any such property.


 


3.8                 Insurance.
Borrower will maintain in force property and casualty insurance on any property of the Borrower, if any, against risks customarily
insured against by companies engaged in businesses similar to that of the Borrower containing such terms and written by such companies
as may be satisfactory to the Bank, such insurance to be payable to the Bank as its interest may appear in the event of loss and
to name the Bank as insured pursuant to a standard loss payee clause; no loss shall be adjusted thereunder without the Bank’s
approval; and all such policies shall provide that they may not be canceled without first giving at least Thirty (30) days written
notice of cancellation to the Bank. In the event that the Borrower fails to provide evidence of such insurance, the Bank may, at
its option, secure such insurance and charge the cost thereof to the Borrower, At the option of the Bank, all insurance proceeds
received from any loss or damage to any property shall be applied either to the replacement or repair thereof or as a payment on
account of the Obligations. From and after the occurrence of an Event of Default, the Bank is authorized to cancel any insurance
maintained hereunder and apply any returned or unearned premiums, all of which are hereby assigned to the Bank, as a payment on
account of the Obligations.


 


3.9                 Notification
of Default. Immediately upon becoming aware of the existence of any condition or event which constitutes an Event of Default,
or any condition or event which would upon notice or lapse of time, or both, constitute an Event of Default, Borrower shall give
Bank written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect
thereto.


 


3.10               Notification
of Material Litigation. Borrower will immediately notify the Bank in writing of any litigation or of any investigative proceedings
of a governmental agency or authority commenced or threatened against it which would or might be materially adverse to the financial
condition of Borrower or any guarantor of the Obligations.


 


3.11               Pension
Plans. With respect to any pension or benefit plan maintained by Borrower, or to which Borrower contributes (“Plan”),
the benefits under which are guarantied, in whole or in part, by the Pension Benefit Guaranty Corporation created by the Employee
Retirement Income Security Act of 1974, P.L. 93-406, as amended (“ERISA”) or any governmental authority succeeding
to any or all of the functions of the Pension Benefit Guaranty Corporation (“Pension Benefit Guaranty Corporation”),
Borrower will (a) fund each Plan as required by the provisions of Section 412 of the Internal Revenue Code of 1986, as amended;
(b) cause each Plan to pay all benefits when due; (c) furnish Bank (i) promptly with a copy of any notice of each Plan’s
termination sent to the Pension Benefit Guaranty Corporation (ii) no later than the date of submission to the Department of Labor
or to the Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension
of the amortization periods required by Section 412 of the Internal Revenue Code of 1986, as amended and (iii) notice of any Reportable
Event as such term is defined in ERISA; and (d) subscribe to any contingent liability insurance provided by the Pension Benefit
Guaranty Corporation to protect against employer liability upon termination of a guarantied pension plan, if available to Borrower.


 




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4.          NEGATIVE
COVENANTS


 


4.1                 Financial
Covenants. The Borrower will not at any time or during any fiscal period (as applicable) fail to be in compliance with any
of the financial covenants in this section.


 


		(a)	Definitions. The following definitions shall apply to this Section:



 


(i)          “GAAP”
shall mean generally accepted accounting principles in effect from time to time in the United States.


 


		(b)	Asset Retention. Borrower covenants that no assets from any Borrower or any Borrower Affiliate
is to be sold without prior Bank approval for the life of the loan.



 


4.2                 Sale
of Interest. There shall not be any sale or transfer of ownership of any interest in the Borrower without the Bank’s
prior written consent.


 


4.3                 Loans
or Advances. Borrower shall not make any loans or advances to any individual, partnership, corporation, limited liability company,
trust, or other organization or person, including without limitation its officers and employees; provided, however, that Borrower
may make advances to its employees, including its members, officers, with respect to expenses incurred or to be incurred by such
employees in the ordinary course of business which expenses are reimbursable by Borrower; and provided further, however, that Borrower
may extend credit in the ordinary course of business in accordance with customary trade practices.


 


4.4                 Investments.
The Borrower shall not make investments in, or advances to, any individual, partnership, corporation, limited liability company,
trust or other organization or person other than as previously specifically consented to in writing by the Bank. The Borrower will
not purchase or otherwise invest in or hold securities, nonoperating real estate or other nonoperating assets or purchase all or
substantially all the assets of any entity other than as previously specifically consented to in writing by the Bank.


 


4.5                 Merger.
Borrower shall not merge or consolidate or be merged or consolidated with or into any other entity.


 


4.6                 Sale
of Assets. Borrower shall not sell, lease or otherwise dispose of any of its assets, except in the ordinary and usual course
of business and except for the purpose of replacing machinery, equipment or other personal property which, as a consequence of
wear, duplication or obsolescence, is no longer used or necessary in the Borrower’s business, provided that fair consideration
is received therefor; provided, however, in no event shall the Borrower sell, lease or otherwise dispose of any equipment purchased
with the proceeds of any loans made by the Bank


 


4.7                 Other
Business. Borrower shall not engage in any business other than the business in which it is currently engaged or a business
reasonably allied thereto.


 


4.8                 Change
of Name, etc. Borrower shall not change its legal name or the State or the type of its formation, without giving the Bank at
least 30 days prior written notice thereof.


 


5.          DEFAULT


 


5.1                 Default.
“Event of Default” shall mean the occurrence of one or more of any of the following events;


 


		(a)	default of any liability, obligation, covenant or undertaking of the Borrower or any guarantor of the Obligations to the Bank,
hereunder or otherwise, including, without limitation, failure to pay in full and when due any installment of principal or interest
or default of the Borrower or any guarantor of the Obligations under any other Loan Document or any other agreement with the Bank
continuing for 30 days with respect to any default (other than with respect to the payment of money for which there is no grace
period);



 




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		(b)	failure of the Borrower or any guarantor of the Obligations to maintain aggregate collateral security
value satisfactory to the Bank continuing for 30 days;



 


		(c)	default of any material liability, obligation or undertaking of the Borrower or any guarantor of
the Obligations to any other party continuing for 30 days;



 


		(d)	if any statement, representation or warranty heretofore, now or hereafter made by the Borrower
or any guarantor of the Obligations in connection with this Agreement or in any supporting financial statement of the Borrower
or any guarantor of the Obligations shall be determined by the Bank to have been false or misleading in any material respect when
made;



 


		(e)	if the Borrower or any guarantor of the Obligations is a corporation, trust, partnership or limited
liability company, the liquidation, termination or dissolution of any such organization, or the merger or consolidation of such
organization into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for
its property;



 


		(t)	the death of the Borrower or any guarantor of the Obligations and, if the Borrower or any guarantor
of the Obligations is a partnership or limited liability company, the death of any partner or member;



 


		(g)	the institution by or against the Borrower or any guarantor of the Obligations of any proceedings
under the Bankruptcy Code 11 USC §101 et seq. or any
other law in which the Borrower or any guarantor of the Obligations is alleged to be insolvent or unable to pay its debts as they
mature, or the making by the Borrower or any guarantor of the Obligations of an assignment for the benefit of creditors or the
granting by the Borrower or any guarantor of the Obligations of a trust mortgage for the benefit of creditors;



 


		(h)	the service upon the Bank of a writ in which the Bank is named as trustee of the Borrower or any
guarantor of the Obligations;



 


		(i)	a judgment or judgments for the payment of money shall be rendered against the Borrower or any
guarantor of the Obligations, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive
days without a stay of execution;



 


		(j)	any levy, lien (including mechanics lien), seizure, attachment, execution or similar process shall
be issued or levied on any of the property of the Borrower or any guarantor of the Obligations;



 


		(k)	the termination or revocation of any guaranty of the Obligations; or



 


		(l)	the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower
or any guarantor of the Obligations, or the occurrence of any other event or circumstance, such that the Bank, in its sole discretion,
deems that it is insecure or that the prospects for timely or full payment or performance of any obligation of the Borrower or
any guarantor of the Obligations to the Bank has been or may be impaired.



 


5.2                 Acceleration.
If an Event of Default shall occur, at the election of the Bank, all Obligations shall become immediately due and payable without
notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not
an Event of Default has occurred.


 




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5.3                 Nonexclusive
Remedies. All of the Bank’s rights and remedies not only under the provisions of this Agreement but also under any
other agreement or transaction shall be cumulative and not alternative or exclusive, and may be exercised by the Bank at such
time or times and in such order of preference as the Bank in its sole discretion may determine,


 


6.          MISCELLANEOUS


 


6.1                 Waivers.
The Borrower waives notice of intent to accelerate, notice of acceleration, notice of nonpayment, demand, presentment, protest
or notice of protest of the Obligations, and all other notices, consents to any renewals or extensions of time of payment thereof,
and generally waives any and all suretyship defenses and defenses in the nature thereof.


 


6.2                 Waiver
of Homestead. To the maximum extent permitted under applicable law, the Borrower hereby waives and terminates any
homestead rights and/or exemptions respecting any of its property under the provisions of any applicable homestead laws,
including without limitation, Utah Code 78-23-4 and hereby agrees not to file a declaration of homestead under Utah Code
78-23-4.


 


6.3                 Deposit
Collateral. The Borrower hereby grants to the Bank a continuing lien and security interest in any and all deposits or other
sums at any time credited by or due from the Bank to the Borrower and any cash, securities, instruments or other property of the
Borrower in the possession of the Bank, whether for safekeeping or otherwise, or in transit to or from the Bank (regardless of
the reason the Bank had received the same or whether the Bank has conditionally released the same) as security for the full and
punctual payment and performance of all of the liabilities and obligations of the Borrower to the Bank and such deposits and other
sums may be applied or set off against such liabilities and obligations of the Borrower to the Bank at any time, whether or not
such are then due, whether or not demand has been made and whether or not other collateral is then available to the Bank.


 


6.4                 Indemnification.
The Borrower shall Indemnify, defend and hold the Bank and its directors, officers, employees, agents and attorneys (each an “Indemnitee”)
harmless of and from any claim brought or threatened against any Indemnitee by the Borrower, any guarantor or endorser of the Obligations,
or any other person (as well as from reasonable attorneys’ fees and expenses in connection therewith) on account of the Bank’s
relationship with the Borrower, or any guarantor or endorser of the Obligations (each of which may be defended, compromised, settled
or pursued by the Bank with counsel of the Bank’s election, but at the expense of the Borrower), except for any claim arising
out of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the Obligations,
and/or any termination, release or discharge executed by the Bank in favor of the Borrower.


 


6.5                 Costs
and Expenses. The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable
attorneys’ fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in establishing,
maintaining, protecting or enforcing any of the Bank’s rights or the Obligations, including, without limitation, any and
all such costs and expenses incurred or paid by the Bank in defending the Bank’s security interest in, title or right to
any collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of any Obligation.


 


6.6                 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute
but one agreement.


 


6.7                 Severability.
If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall
to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application
thereof to other persons or circumstances shall not be affected thereby.


 


6.8                 Complete
Agreement. This Agreement and the other Loan Documents constitute the entire agreement and understanding between and among
the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings
among the parties hereto with respect to such subject matter.


 




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6.9                 Binding
Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators,
legal representatives, successors and assigns of the parties hereto, and shall remain in full force and effect (and the Bank shall
be entitled to rely thereon) until released in writing by the Bank. The Bank may transfer and assign this Agreement and deliver
it to the assignee, who shall thereupon have all of the rights of the Bank; and the Bank shall then be relieved and discharged
of any responsibility or liability with respect to this Agreement. The Borrower may not assign or transfer any of its rights or
obligations under this Agreement. Except as expressly provided herein or in the other Loan Documents, nothing, expressed or implied,
is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or
by reason of this Agreement or the other Loan Documents.


 


6.10               Further
Assurances. Borrower will from time to time execute and deliver to Bank such documents, and take or cause to be taken, all
such other or further action, as Bank may request in order to effect and confirm or vest more securely in Bank all rights contemplated
by this Agreement and the other Loan Documents (including, without limitation, to correct clerical errors) or to comply with applicable
statute or law.


 


6.11               Amendments
and Waivers. This Agreement may be amended and Borrower may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, if Borrower shall obtain the Bank’s prior written consent to each such amendment, action
or omission to act. No course of dealing and no delay or omission on the part of Bank in exercising any right hereunder shall operate
as a waiver of such right or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver
of any right or remedy of Bank on any future occasion.


 


6.12               Terms
of Agreement. This Agreement shall continue in full force and effect so long as any Obligations or obligation of Borrower to
Bank shall be outstanding, or the Bank shall have any obligation to extend any financial accommodation hereunder, and is supplementary
to each and every other agreement between Borrower and Bank and shall not be so construed as to limit or otherwise derogate from
any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower under any such agreement,
nor shall any contemporaneous or subsequent agreement between Borrower and the Bank be construed to limit or otherwise derogate
from any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower hereunder, unless
such other agreement specifically refers to this Agreement and expressly so provides.


 


6.13               Notices.
Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any
officer or agent of the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, addressed
to the Borrower or Bank at the address set forth in this Agreement or as any party may from time to time designate by written
notice to the other party.


 


6.14               Governing
Law. This Agreement shall be governed by the laws of the State of Utah without giving effect to the conflicts of laws principles
thereof.


 


6.15               Reproductions.
This Agreement and all documents which have been or may be hereinafter furnished by Borrower to the Bank may be reproduced by the
Bank by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made in the regular course of business).


 




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6.16                Jurisdiction and Venue. Borrower
irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in Utah, over any suit, action or proceeding
arising out of or relating to this Agreement. Borrower irrevocably waives, to the fullest extent it may effectively do so under
applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that the same has been brought in an inconvenient forum. Borrower hereby consents to any and all
process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified mail,
postage prepaid, return receipt requested, to the Borrower’s address shown in this Agreement or as notified to the Bank and
(ii) by serving the same upon the Borrower in any other manner otherwise permitted by law, and agrees that such service shall in
every respect be deemed effective service upon Borrower.


 


6.17               JURY WAIVER. THE BORROWER
AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE
ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS
CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER CERTIFIES THAT NEITHER THE BANK NOR ANY
OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY
SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 


Executed as of July 3, 2012.


 


	Witness:	 	Borrower:
	 	 	Meier Family Holding Company, LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Annette D Meier, Manager


 


Accepted: Proficio Bank


 


	By:	 


Name: Brett Smiley


Title: VP / SBA Business Development


 


	Loan Agreement - Obligor 1	© 2012 Medici, a division of Wolters Kluwer Financial Services


 




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Loan No. TBD


 


TERM NOTE


 


July 3, 2012


 


	$240,000,00	Cottonwood Heights, Utah


 


For value received,
the undersigned Meier Properties, Series LLC, an Utah limited liability company, with an address of 2221 North 3250
West, Vernal, Utah 84078 and Superior Drilling Products, LLC, an Utah limited liability company, with an address of
PO Box 1656, Vernal, Utah 84078 and Meier Family Holding Company, LLC, a Utah limited liability company, with an
address of 2221 North 3260 West, Vernal, Utah 84078 (collectively, the “Borrower”), jointly and severally,
promise to pay to the order of Proficio Bank, a State Chartered Commercial Bank with an address of 6985 Union Park Center, Suite
150, Cottonwood Heights, Utah 84047 (together with its successors and assigns, the ‘‘Bank”), the principal amount
of Two Hundred Forty Thousand Dollars and Zero Cents ($240,000.00) on or before July 3, 2017 (the “Maturity
Date”), as set forth below, together with interest from the date hereof on the unpaid principal balance from time to time
outstanding until paid in full. The Borrower shall pay consecutive monthly installments of principal and interest, as follows;
$2,604,63 commencing on August 3, 2012, and the same amount (except the last installment which shall be the unpaid
balance) on the 3rd of each month thereafter, until changed in accordance with this Note. The aggregate principal balance outstanding
shall bear interest thereon at a per annum rate equal to Two Percent (2.00%) above the Wall Street Journal Prime Rate (as
hereinafter defined). Upon any change in the interest rate in accordance with this Note, each monthly installment due and payable
thereafter (except the last installment which shall be the unpaid balance) shall be recalculated (increased or reduced) to reflect
the adjusted interest rate, the outstanding principal balance at such time and the remaining term of the 10 year amortization
period commencing on the date of this Note in accordance with the Bank’s calculation in the Bank’s sole discretion.


 


Notwithstanding anything
to the contrary in this Note, the interest rate on this Note is limited by a floor as follows: the minimum interest rate (i.e.
floor) is 5.50% per annum.


 


Wall Street Journal
Prime Rate means the highest rate published from time to time by the Wall Street Journal as the Prime Rate, or, in the event the
Wall Street Journal ceases publication of the Prime Rate, the base, reference or other rate then designated by the Bank, in its
sole discretion, for general commercial loan reference purposes, it being understood that such rate is a reference rate, not necessarily
the lowest, established from time to time, which serves as the basis upon which effective interest rates are calculated for loans
making reference thereto.


 


The effective interest
rate applicable to the Borrower’s loans evidenced hereby shall change on the date of each change in the Wall Street Journal
Prime Rate.


 


Principal and interest
shall be payable at the Bank’s main office or at such other place as the Bank may designate in writing in immediately available
funds in lawful money of the United States of America without set-off, deduction or counterclaim. Interest shall be calculated
on the basis of actual number of days elapsed and a 360-day year.


 


REPRESENTATIONS
AND WARRANTIES. Each Borrower represents and warrants:


 


Organization and Qualification.
If not an individual that: (i) it is duly formed and validly existing under the laws of the state of its formation, (ii) its exact
legal name is set forth in the first paragraph of this Note; (iii) it is in good standing under the laws of said state; (iv) it
has the power to own its property and conduct its business as now conducted and as currently proposed to be conducted, and; (v)
it is duly qualified to do business under the laws of each state where the nature of the business done or property owned requires
such qualification.


 




    	 



    	 



    

 


Address. Such
Borrower maintains its principal office at the address set forth in the first paragraph of this Note.


 


Authorization
and Valid Obligations. The execution, delivery and performance of this Note and all other documents and agreements
delivered in connection with this Note (the “Related Documents”) have been duly authorized by all necessary
actions of such Borrower and each represents a legal, valid and binding obligation of such Borrower and is fully enforceable
according to its terms, except as limited by laws relating to the enforcement of creditors’ rights.


 


Conflicts. Such
Borrower’s execution, delivery, and performance of this Note and all the Related Documents do not conflict with, result in
a violation of, or constitute a default under (1) any provision of any agreement or other instrument binding upon such Borrower
or (2) any law, governmental regulation, court decree, or order applicable to such Borrower.


 


Litigation. There
is no litigation, claim, investigation, administrative proceeding or similar action pending or threatened against such Borrower
which might materially adversely affect such Borrower’s financial condition or such Borrower’s ability to conduct its
business or to pay or perform its obligations to the Bank under this Note or the Related Documents except as have been disclosed
to and acknowledged by the Bank in writing.


 


Liens. Such Borrower
has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets are free
and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except as previously disclosed to and acknowledged
by the Bank in writing.


 


Financial Information.
Each financial statement of such Borrower provided to the Bank fairly presents the condition of such Borrower at the date thereof
and the results of the operations of such Borrower for the period indicated, all in conformity with generally accepted accounting
principles, consistently applied There have been no material adverse changes in the such Borrower’s financial condition or
business since the date of the most recent financial statements provided to the Bank.


 


AFFIRMATIVE COVENANTS. Each Borrower
covenants and agrees that it shall:


 


Financial Statements.
Furnish the Bank with the following:


 


Annual Financial Statements.
As soon as available to such Borrower, but in any event within Ninety (90) days after the end of each fiscal year, a full and complete
signed copy of financial statements in form acceptable to the Bank, in its sole discretion, which shall include a balance sheet
of such Borrower, as at the end of such year, statement of cash flows and statement of profit and loss of such Borrower reflecting
the results of its operations during such year.


 


Additional Requirements.
Such other financial statements and related information, in such form and detail as may be satisfactory to the Bank, within thirty
(30) days of the Bank’s request.


 


All financial statements
required to be provided under this Note shall be prepared in accordance with generally accepted accounting principles, applied
on a consistent basis, and certified by such Borrower as being true and correct.


 


Tax Returns. Furnish
the Bank with such Borrower’s filed Federal tax returns, including all schedules thereto, for the prior year within 30 days
after the date that such Borrower’s tax returns are required to be filed each such year or by such other date approved by
the Bank.


 


Right to Audit.
Permit the Bank to examine and audit such Borrower’s books and records at any time and from time to time.


 




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Conduct of Business.
Maintain its existence in good standing and comply with all laws and regulations of the United States and of any state or states
thereof and of any political subdivision thereof, and of any governmental authority which may be applicable to it or to its business.


 


Taxes. Promptly
pay all real and personal property taxes, assessments and charges and all franchise, income, unemployment, retirement benefits,
withholding, sales and other taxes assessed against it or payable by it before delinquent; except for any tax assessment or charge
which is being contested in good faith and with respect to which reserves have been established and are being maintained.


 


Maintenance. Keep
and maintain its properties, in good repair, working order and condition.


 


Notification of Material
Litigation. Promptly notify the Bank in writing of any litigation or of any investigative proceedings of a governmental agency
or authority commenced or threatened against it which would or might be materially adverse to the financial condition of such Borrower
or any guarantor of this Note.


 


Insurance. Maintain
in force property, casualty and liability insurance on its property and/or operations satisfactory to the Bank, against risks customarily
insured against by companies engaged in businesses similar to that of such Borrower containing such terms and written by such companies
satisfactory to the Bank, such insurance to be payable to the Bank as its interest may appear in the event of loss and to name
the Bank as insured pursuant to a standard loss payee clause; no loss shall be adjusted thereunder without the Bank’s approval;
and all such policies shall provide that they may not be canceled without first giving at least Thirty (30) clays written notice
of cancellation to the Bank.


 


NEGATIVE COVENANTS.
Each Borrower covenants and agrees that it shall not, without the prior written consent of the Bank:


 


Indebtedness.
Issue any evidence of indebtedness or create, assume, guarantee, become contingently liable for, or suffer to exist indebtedness
in addition to indebtedness to the Bank, except indebtedness or liabilities of such Borrower, other than for money borrowed, incurred
or arising in the ordinary course of business.


 


Sale of Interest.
Permit any sale or transfer of ownership of any interest in such Borrower unless such transfer shall not result in change in control
of such Borrower,


 


Loans or Advances.
Make any loans or advances to any organization or person, including without limitation its officers, members and employees;
provided, however, that such Borrower may make advances to its employees, including its officers, with respect to expenses incurred
or to be incurred by such employees in the ordinary course of business which expenses are reimbursable by such Borrower; and provided
further, however, that such Borrower may extend credit in the ordinary course of business in accordance with customary trade practices.


 


Dividends and Distributions.
Pay any dividends on or make any distribution in cash or in property, or redeem, purchase or otherwise acquire, directly or indirectly,
any stock, partnership, membership, beneficial or other ownership interests in such Borrower, except, so long as such Borrower
is not in default hereunder, if such Borrower is a Subchapter S corporation, under the regulations of the Internal Revenue Service
of the United States, distributions to the stockholders of such Borrower in such amounts as are necessary to pay the tax liability
of such stockholders due as a result of such stockholders’ interest in such Borrower.


 


Investments. Make
investments in, or advances to, any Organization or person other than as previously advised to the Bank in writing.


 




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Merger. Merge
or consolidate or be merged or consolidated with or into any other entity.


 


Capital Expenditures.
Make or commit to make capital expenditures by lease, purchase, or otherwise, except in the ordinary and usual course of business
for the purpose of replacing machinery, equipment or other personal property which, as a consequence of wear, duplication or obsolescence,
is no longer used or necessary in such Borrower’s business.


 


Sale of Assets.
Sell, lease or otherwise dispose of any of its assets, except in the ordinary and usual course of business and except for the purpose
of replacing machinery, equipment or other personal property which, as a consequence of wear, duplication or obsolescence, is no
longer used or necessary in such Borrower’s business.


 


Restriction on Liens.
Grant any security interest in, or mortgage of, any of its properties or assets except liens or security interests for taxes or
assessments if not yet due and payable, purchase-money liens or security interests, or liens in favor of the Bank.


 


Other Business.
Engage in any business other than the business in which it is currently engaged or a business reasonably allied thereto.


 


Change of Name, etc.
Change its legal name or the State or the type of its organization or the location of its principal office, without giving the
Bank at least 30 days prior written notice thereof.


 


At the option of the
Bank, this Note shall become immediately due and payable without notice or demand upon the occurrence at any time of any of the
following events of default (each, an “Event of Default”): (1) default of any liability, obligation, covenant or undertaking
of the Borrower, any endorser or any guarantor hereof to the Bank, hereunder or otherwise, including, without limitation, failure
to pay in full and when due any installment of principal or interest or default of the Borrower, any endorser or any guarantor
hereof under any other loan document delivered by the Borrower, any endorser or any guarantor, or in connection with the loan
evidenced by this Note or any other agreement by the Borrower, any endorser or any guarantor with the Bank continuing for 30 days
with respect to any default (other than with respect to the payment of money for which there is no grace period); (2) failure
of the Borrower, any endorser or any guarantor hereof to maintain aggregate collateral security value satisfactory to the Bank
continuing for 30 days; (3) default of any material liability, obligation or undertaking of the Borrower, any endorser or any
guarantor hereof to any other party continuing for 30 days; (4) if any statement, representation or warranty heretofore, now or
hereafter made by the Borrower, any endorser or any guarantor hereof in connection with the loan evidenced by this Note or in
any supporting financial statement of the Borrower, any endorser or any guarantor hereof shall be determined by the Bank to have
been false or misleading in any material respect when made; (5) if the Borrower, any endorser or any guarantor hereof is a corporation,
trust, partnership or limited liability company, the liquidation, termination or dissolution of any such organization, or the
merger or consolidation of such organization into another entity, or its ceasing to carry on actively its present business or
the appointment of a receiver for its property; (6) the death of the Borrower, any endorser or any guarantor hereof and, if the
Borrower, any endorser or any guarantor hereof is a partnership or limited liability company, the death of any partner or member;
(7) the institution by or against the Borrower, any endorser or any guarantor hereof of any proceedings under the Bankruptcy Code
11 USC §101 et seq. or any other law in which the
Borrower, any endorser or any guarantor hereof is alleged to be insolvent or unable to pay its debts as they mature, or the making
by the Borrower, any endorser or any guarantor hereof of an assignment for the benefit of creditors or the granting by the Borrower,
any endorser or any guarantor hereof of a trust mortgage for the benefit of creditors; (8) the service upon the Bank of a writ
in which the Bank is named as trustee of the Borrower, any endorser or any guarantor hereof; (9) a judgment or judgments for the
payment of money shall be rendered against the Borrower, any endorser or any guarantor hereof, and any such judgment shall remain
unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution; (10) any levy, lien (including
mechanics lien) except as permitted under any of the other loan documents between the Bank and the Borrower, seizure, attachment,
execution or similar process shall be issued or levied on any of the property of the Borrower, any endorser or any guarantor hereof;
(11) the termination or revocation of any guaranty hereof; or (12) the occurrence of such a change in the condition or affairs
(financial or otherwise) of the Borrower, any endorser or any guarantor hereof, or the occurrence of any other event or circumstance,
such that the Bank, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment or performance
of any obligation of the Borrower, any endorser or any guarantor hereof to the Bank has been or may be impaired.


 




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Any payments received
by the Bank on account of this Note shall, at the Bank’s option, be applied first, to any costs, expenses or charges then
owed to the Bank by the Borrower; second, to accrued and unpaid interest; third, to the unpaid principal balance hereof; and the
balance to escrows, if any. Notwithstanding the foregoing, any payments received after the occurrence and during the continuance
of an Event of Default shall be applied in such manner as the Bank may determine. The Borrower hereby authorizes the Bank to charge
any deposit account which the Borrower may maintain with the Bank for any payment required hereunder without prior notice to the
Borrower.


 


If pursuant to the
terms of this Note, the Borrower is at any time obligated to pay interest on the principal balance at a rate in excess of the maximum
interest rate permitted by applicable law for the loan evidenced by this Note, the applicable interest rate shall be immediately
reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction
of principal and not on account of the interest due hereunder.


 


The Borrower represents
to the Bank that the proceeds of this Note will not be used for personal, family or household purposes or for the purpose of purchasing
or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R. Parts 221 and 224.


 


The Borrower and each
endorser and guarantor hereof grant to the Bank a continuing lien on and security interest in any and all deposits or other sums
at any time credited by or due from the Bank to the Borrower and/or each endorser or guarantor hereof and any cash, securities,
instruments or other property of the Borrower and each endorser and guarantor hereof in the possession of the Bank, whether for
safekeeping or otherwise, or in transit to or from the Bank (regardless of the reason the Bank had received the same or whether
the Bank has conditionally released the same) as security for the full and punctual payment and performance of all of the liabilities
and obligations of the Borrower and/or any endorser or guarantor hereof to the Bank and such deposits and other sums may be applied
or set off against such liabilities and obligations of the Borrower or any endorser or guarantor hereof to the Bank at any time,
whether or not such are then due, whether or not demand has been made and whether or not other collateral is then available to
the Bank.


 


No delay or omission
on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on
any future occasion. The Borrower and every endorser or guarantor of this Note, regardless of the time, order or place of signing,
waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of every kind
in connection with the delivery, acceptance, performance or enforcement of this Note and assent to any extension or postponement
of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or
release of any other party or person primarily or secondarily liable and waives all recourse to suretyship and guarantor defenses
generally, including any defense based on impairment of collateral. To the maximum extent permitted by law, the Borrower and each
endorser and guarantor of this Note waive and terminate any homestead rights and/or exemptions respecting any premises under the
provisions of any applicable homestead laws, including without limitation, Utah Code 78-23-4 and hereby agrees not to file a declaration
of homestead under Utah Code 78-23-4.


 


The Borrower and each
endorser and guarantor of this Note shall indemnify, defend and hold the Bank and its directors, officers, employees, agents and
attorneys (each an “Indemnitee’’) harmless against any claim brought or threatened against any Indemnitee by
the Borrower, by any endorser or guarantor, or by any other person (as well as from attorneys’ reasonable fees and expenses
in connection therewith) on account of the Bank’s relationship with the Borrower or any endorser or guarantor hereof (each
of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank’s selection, but at the expense
of the Borrower and any endorser and/or guarantor), except for any claim arising out of the gross negligence or willful misconduct
of the Bank.


 




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The Borrower and each
endorser and guarantor of this Note agree to pay, upon demand, costs of collection of all amounts under this Note including, without
limitation, principal and interest, or in connection with the enforcement of, or realization on, any security for this Note, including,
without limitation, to the extent permitted by applicable law, reasonable attorneys’ fees and expenses. Upon the occurrence
and during the continuance of an Event of Default, interest shall accrue at a rate per annum equal to the aggregate of 4.0% plus
the rate provided for herein. If any payment due under this Note is unpaid for 10 days or more, the Borrower shall pay, in addition
to any other sums due under this Note (and without limiting the Bank’s other remedies on account thereof), a late charge
equal to 5.0% of such unpaid amount.


 


This Note shall be
binding upon the Borrower and each endorser and guarantor hereof and upon their respective heirs, successors, assigns and legal
representatives, and shall inure to the benefit of the Bank and its successors, endorsees and assigns.


 


The liabilities of
the Borrower and each Borrower, if more than one, and any endorser or guarantor of this Note are joint and several; provided, however,
the release by the Bank of the Borrower or any one or more endorsers or guarantors shall not release any other person obligated
on account of this Note. Any and all present and future debts of the Borrower to any endorser or guarantor of this Note are subordinated
to the full payment and performance of all present and future debts and obligations of the Borrower to the Bank. Each reference
in this Note to the Borrower and each Borrower, if more than one, and endorser or guarantor of this Note, is to such person individually
and also to all such persons jointly. No person obligated on account of this Note may seek contribution from any other person also
obligated, unless and until all liabilities, obligations and indebtedness to the Bank of the person from whom contribution is sought
have been irrevocably satisfied in full. The release or compromise by the Bank of any collateral shall not release any person obligated
on account of this Note.


 


The Borrower and each
endorser and guarantor hereof each authorizes the Bank to complete this Note if delivered incomplete in any respect. A photographic
or other reproduction of this Note may be made by the Bank, and any such reproduction shall be admissible in evidence with the
same effect as the original itself in any judicial or administrative proceeding, whether or not the original is in existence.


 


The Borrower will from
time to time execute and deliver to the Bank such documents, and take or cause to be taken, all such other further action, as the
Bank may request in order to effect and confirm or vest more securely in the Bank all rights contemplated by this Note or any other
loan documents related thereto (including, without limitation, to correct clerical errors) or to vest more fully in or assure to
the Bank the security interest in any collateral securing this Note or to comply with applicable statute or law.


 


This Note shall be
governed by the laws of the State of Utah without giving effect to the conflicts of laws principles thereof.


 


Any notices under or
pursuant to this Note shall be deemed duly received and effective if delivered in hand to any officer or agent of the Borrower
or Bank, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower or Bank at the address
set forth in this Note or as any party may from time to time designate by written notice to the other party.


 




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The Borrower and each
endorser and guarantor of this Note each irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting
in Utah, over any suit, action or proceeding arising out of or relating to this Note. Each of the Borrower and each endorser and
guarantor irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the
same has been brought in an inconvenient forum. Each of the Borrower and each endorser and guarantor hereby consents to any and
all process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and
certified mail, postage prepaid, return receipt requested, to the Borrower’s, endorser’s or guarantor’s address
shown below or as notified to the Bank and (ii) by serving the same upon the Borrower(s), endorser(s) or guarantor(s) in any other
manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon the Borrower
or such endorser or guarantor.


 


THE BORROWER, EACH
ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH
LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE, ANY OF
THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE BANK, AND ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED
IN CONNECTION HEREWITH AND (B) AGREES NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN
NOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH CERTIFIES THAT NEITHER THE BANK NOR
ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF
ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 


Executed as of July
3, 2012.


 


	Witness:	 	Borrower:
	 	 	 
	 	 	Meier Properties, Series LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Annette D Meier, Manager
	 	 	 	 
	 	 	2221 North 3250 West
	 	 	Vernal, Utah
	 	 	84078


 




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	Witness:	 	Borrower:
	 	 	 
	 	 	Superior Drilling Products, LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Annette D Meier, Member
	 	 	 	 
	 	 	PO Box 1656
	 	 	Vernal, Utah
	 	 	84078


 


	Witness:	 	Borrower:
	 	 	 
	 	 	Meier Family Holding Company, LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Annette D Meier, Manager
	 	 	 	 
	 	 	2221 North 3250 West
	 	 	Vernal, Utah
	 	 	84078


 


	Promissory Notes	© 2012 Medici, a division of Wolters Kluwer Financial Services


 




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