EXHIBIT NO.: 10.45


 


OWNER'S
CONSENT TO PLEDGE


 


	 	Vernal, Utah 
	 	 
	 	June 15, 2009


 


ACF Property Management, Inc.


c/o Fortuna Asset Management,
LLC


P.O. Box 9109


Newport Beach, CA 92658


 


Gentlemen:


 


FOR
VALUE RECEIVED, and for the purpose of enabling TRONCO ENERGY CORPORATION, a Delaware corporation (hereinafter called "Debtor")
to obtain credit or other financial accommodations from you, including the renewal, extension and/or modification of existing debt
obligation(s), the undersigned hereby authorizes Debtor to hypothecate, pledge and deliver to you the property of the undersigned
described below (hereinafter called the "Collateral"). The undersigned agrees that when so hypothecated, pledged and
delivered the Collateral shall be collateral to secure all liabilities of Debtor to you, howsoever created, whether now existing
or hereafter arising, whether direct or indirect, whether absolute or contingent and whether due or to become due (such liabilities
being hereinafter called the "Indebtedness"), hereby consenting to the extension, renewal and/or modification from time
to time of such Indebtedness.


 


The
undersigned agrees that the Collateral shall be subject to disposition in accordance with the terms and conditions of Debtor's
promissory note(s)and/or Security Agreement(s) for your benefit or to you.


 


No
renewal or extension of the time of payment of the Indebtedness, no release or surrender of any security for the Indebtedness,
no release of any person or entity primarily or secondarily liable on the Indebtedness (including any maker, endorser, or guarantor),
no delay in enforcement of payment of the Indebtedness and no delay or omission in exercising any right or power with respect to
the Indebtedness or this Owner's Consent to Pledge shall in any manner impair or affect your rights hereunder. The undersigned
waives notice of the creation, existence, extension and renewal of Indebtedness.


 


Further,
this letter constitutes the appointment of TRONCO ENERGY CORPORATION as the lawful Attorney and Agent in Fact for the undersigned
to execute any and all documents necessary to effect the pledge of the Collateral as hereinbelow described to you, either in its
own name as Debtor or in the name of the undersigned, for all purposes.


 


COLLATERAL:


 


Five
percent (5%) of Member’s Interest in and to SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company, in the name
of MEIER MANAGEMENT COMPANY, LLC.


 


	 	MEIER MANAGEMENT COMPANY, LLC
	 	 
	 	/s/ Annette D. Meier
	 	Annette D. Meier, Manager


 




    	 



    	 



    

 


OWNER'S
CONSENT TO PLEDGE


 


	 	Vernal, Utah 
	 	 
	 	June 15, 2009


 


ACF Property
Management, Inc.


c/o Fortuna
Asset Management, LLC


P.O. Box 9109


Newport Beach,
CA 92658


 


Gentlemen:


 


FOR
VALUE RECEIVED, and for the purpose of enabling TRONCO ENERGY CORPORATION, a Delaware corporation (hereinafter called "Debtor")
to obtain credit or other financial accommodations from you, including the renewal, extension and/or modification of existing debt
obligation(s), the undersigned hereby authorizes Debtor to hypothecate, pledge and deliver to you the property of the undersigned
described below (hereinafter called the "Collateral"). The undersigned agrees that when so hypothecated, pledged and
delivered the Collateral shall be collateral to secure all liabilities of Debtor to you, howsoever created, whether now existing
or hereafter arising, whether direct or indirect, whether absolute or contingent and whether due or to become due (such liabilities
being hereinafter called the "Indebtedness"), hereby consenting to the extension, renewal and/or modification from time
to time of such Indebtedness.


 


The
undersigned agrees that the Collateral shall be subject to disposition in accordance with the terms and conditions of Debtor's
promissory note(s)and/or Security Agreement(s) for your benefit or to you.


 


No
renewal or extension of the time of payment of the Indebtedness, no release or surrender of any security for the Indebtedness,
no release of any person or entity primarily or secondarily liable on the Indebtedness (including any maker, endorser, or guarantor),
no delay in enforcement of payment of the Indebtedness and no delay or omission in exercising any right or power with respect to
the Indebtedness or this Owner’s Consent to Pledge shall in any manner impair or affect your rights hereunder. The undersigned
waives notice of the creation, existence, extension and renewal of Indebtedness.


 


Further,
this letter constitutes the appointment of TRONCO ENERGY CORPORATION as the lawful Attorney and Agent in Fact for the undersigned
to execute any and all documents necessary to effect the pledge of the Collateral as hereinbelow described to you, either in its
own name as Debtor or in the name of the undersigned, for all purposes.


 


COLLATERAL:


 


Ninety
five percent (95%) of Member’s Interest in and to SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company,
in the name of MEIER FAMILY HOLDING COMPANY, LLC.


 


	 	MEIER FAMILY HOLDING COMPANY, LLC
	 	 
	 	/s/ Annette D. Meier
	 	Annette D. Meier, Manager