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


 




    	 



    	 



    

  


SECURITY
AGREEMENT—PLEDGE


 


	TRONCO ENERGY CORPORATION,	 	1583 South 1700 East
	(NAME)	 	(NO. AND STREET)


 


	Vernal	Uintah	Utah	84078,	hereinafter called “Debtor(s),”
	and	 	 	 
	(CITY)	(COUNTY)	(STATE)	(ZIP CODE)	


 


	ACF PROPERTY
    MANAGEMENT, INC.,	C/O 1300 BRISTOL AVENUE
	(NAME)	(NO. AND STREET)


 


	NEWPORT BEACH	ORANGE	CALIFORNIA	92658,	 hereinafter called “Secured
	Party,”	 	 	 
	(CITY)	(COUNTY)	(STATE)	(ZIP CODE)	


 


and from whom information concerning this security interest
may be obtained at the address shown above, agree as follows:


 


Debtor(s) hereby grant(s) to Secured Party
a security interest in the Collateral described in this Security Agreement to secure performance and payment of all obligations
and indebtedness of Debtor(s) to Secured Party of whatever kind and whenever created and incurred (or if specified herein, the
following, to wit:)


 


$9,284,378,34 Amended and Restated Promissory Note dated June
15, 2009 (“Note”) from TRONCO ENERGY CORPORATION as Maker to ACF PROPERTY MANAGEMENT, INC. as Payee (as Assignee from
FORTUNA ASSET MANAGEMENT, LLC), and all renewals, extensions and modifications thereof, pursuant to that, certain LOAN AGREEMENT
(“Loan Agreement”) dated August 10, 2007, as amended, by and between TRONCO ENERGY CORPORATION as “Borrower”,
PHILCO EXPLORATION, LLC as “Philco” and FORTUNA ASSET MANAGEMENT, LLC as “Lender”.


 


The Collateral of this Security Agreement
is Member’s Interest(s) in a limited liability company (uncertificated security) of the following description:


 


The ninety-five percent (95%) of the Member’s Interest
in the name of MEIER FAMILY HOLDING COMPANY, LLC (“Owner”) in SUPERIOR DRILLING PRODUCTS, LLC a Utah limited liability
company, now owned or hereinafter acquired;


 


deposited with Secured Party contemporaneously with the execution
of this Security Agreement (if applicable), and all other property previously, presently or in the future deposited with Secured
Party (if applicable). Collateral includes, without limitation, all money and property this day delivered to and deposited with
Secured Party (if applicable), and all money and property heretofore delivered or which shall hereafter be delivered to or come
into the possession, custody, or control of Secured Party (if applicable) in any manner or for any purpose, whatever during the
existence of this Security Agreement, and whether held in a general or special account, or deposited for safekeeping or otherwise,
together with any stock rights, member’s interest(s) acquisition rights, rights to subscribe, preemptive rights, liquidating
dividends, stock dividends (if applicable), dividends paid in stock (if applicable), new securities, or other property which Debtor(s)
and/or Owner may hereafter become entitled to receive on account of such securities or other property, and in the event Debtor(s)
and/or Owner receive(s) any such property, Debtor(s) and/or Owner, as the case may be, will immediately deliver same to Secured
Party to be held by Secured Party in the same manner as the property originally deposited as Collateral (if applicable). The Collateral
of this Security Agreement also includes the proceeds of any and all property described above.


 


Debtor(s) shall pay to the Secured Party
any sum or sums due or which may become due pursuant to the Note any other promissory note or notes now or hereafter executed by
Debtor(s) to evidence Debtor’s(s’) indebtedness to Secured Party, in accordance with the terms of the Note or any other promissory
note or notes and the terms of this Security Agreement. Debtor(s) shall pay to Secured Party on demand all expenses and expenditures,
including reasonable attorneys’s fees and other legal expenses incurred or paid by Secured Party in exercising or protecting its
interests, rights, and remedies under this Security Agreement, plus interest thereon at the rate of twenty-three percent (23%)
per annum. Debtor(s) shall pay immediately, without notice, the entire unpaid indebtedness of Debtor(s) to Secured Party, whether
created or incurred pursuant to this Security Agreement or otherwise, upon Debtor’s(s’) default under this Security Agreement.


 


Debtor(s) represent(s), warrant(s), and
agree(s) that:


 


(1)All financial or credit statements
and Collateral deposited with or relied upon by Secured Party prior to, contemporaneously with, or subsequent to execution of this
Security Agreement are or will be true, correct, complete, valid, and genuine in all material respects.


 


(2)All investment securities, including
uncertificated securities, instruments, chattel paper, and any like property delivered to Secured Party as Collateral: (a) are
genuine, free from adverse claims, or other security interests, default, prepayment, or defenses; (b) all persons appearing to
be obligated thereon have authority and capacity to contract and are


 




    	 



    	 



    

  


(6)Secured Party shall not be responsible
in any way for any depreciation in the value of the Collateral, nor shall any duty or responsibility whatsoever rest upon Secured
Party to take necessary steps to preserve rights against prior parties or to enforce collection of the Collateral by legal proceedings
or otherwise, the sole duty of the Secured Party, its successors, and assigns, being to receive collections, remittances, and payments
on such Collateral as, if and when made and received by Secured Party, and at Secured Party’s option, applying the amount or amounts
so received, after deduction of any collection costs incurred, as payment upon any indebtedness of Debtor(s) to Secured Party pursuant
to the provisions of this Security Agreement, or holding the same for the account and order of Debtor(s).


 


(7)Debtor(s)
and/or Owner shall pay prior to delinquency all taxes, charges, liens, and assessments against the Collateral, unless Debtor(s)
and/or Owner has a bonafide good faith dispute with respect thereto, and contests same in good faith in accordance with applicable
law, and upon Debtor’s(s’) and/or Owner’s failure to do so, Secured Party at its option may pay any of
them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Such payment
shall become part of the indebtedness secured by this Security Agreement and shall be paid to Secured Party by Debtor(s) immediately
and without demand, with interest thereon at the rate of eighteen percent (18%) per annum.


 


Debtor(s) shall be in default under this
Security Agreement upon the happening of any of the following events or conditions (herein called an “Event of Default”):


 


(1)Debtor’s(s’) failure to pay when
due any indebtedness secured by this Security Agreement, either principal or interest, after expiration of any applicable notice
and opportunity to cure as provided in the said Loan Agreement: or


 


(2)Default by Debtor(s) in the punctual
performance of any of the obligations, covenants, terms, or provisions contained or referred to in this Security Agreement or in
the Note or any other promissory note secured hereby; after the expiration of any applicable notice and opportunity to cure as
provided in the said Loan Agreement; or


 


(3)Any warranty, representation, or
statement contained in this Security Agreement or made or furnished to Secured Party by or on behalf of Debtor(s) in connection
with this Security Agreement or to induce Secured Party to make, extend, renew and/or modify a loan to Debtor(s) prove(s) to have
been false in any respect when made or furnished; or


 


(4)The making of any levy on or seizure
or attachment of any of the Collateral; or


 


(5)Debtor’s(s’) death, dissolution,
termination of existence, insolvency, or business failure; the appointment of a receiver of all or any part of the property of
Debtor(s); an assignment for the benefit of creditors by Debtor(s); commencement of any proceeding under any bankruptcy or insolvency
laws by or against Debtor(s) or any guarantor, surety, or endorser for Debtor(s); or


 


(6)Any statement of the financial condition
of Debtor(s) or of any guarantor, surety, or endorser of any liability of Debtor(s) to Secured Party submitted to Secured Party
by Debtor(s) or by any such guarantor, surety, or endorser proves to be false; or


 


(7)Any guarantor, surety, or endorser
for Debtor(s) defaults in any obligation or liability to Secured Party,


 


This Security Agreement, Secured Party’s
rights hereunder, or the indebtedness hereby secured may be assigned from time to time, and in any such case,the Assignee
shall be entitled to all of the rights, privileges, and remedies granted in this Security Agreement to Secured Party, and Debtor(s)will
assert no claims or defenses it may have against the Secured Party under this Security Agreement against the Assignee except those
granted in this Security Agreement. Secured Party may at any time transfer the Collateral to itself or its nominee as Pledgee,
and upon the occurrence of an Event of Default, receive income, including money, thereon and hold the income as Collateral or apply
the income to any of Debtor’s(s’) indebtedness to Secured Party, the manner and distribution of the application to be in the sole
discretion of Secured Party. Upon the occurrence of an Event of Default, Secured Party may at any time demand, sue for, collect
or make any compromise or settlement with reference to the Collateral as Secured Party, in its sole discretion, chooses. Secured
Party may delay exercising or omit to exercise any right or remedy under this Security Agreement without waiving that or any other
past, present, of future right or remedy, except in writing signed by Secured Party.


 


Upon the occurrence of an Event of Default,
of if Secured Party deems payment of Debtor’s(s’) obligations to Secured Party to be insecure, and at any time thereafter:


 


(1)Secured Party may declare all obligations
secured hereby immediately due and payable;


 


(2)Secured Party shall have, then or
at any time thereafter, the rights and remedies provided in the Uniform Commercial Code in force in the State of Utah at the date
of execution of this Security Agreement; and


   


(3)In addition to the rights and remedies
referred to above, Secured Party may in its discretion, sell, assign, and deliver all or any part of the Collateral at any Broker’s
Board or at public or private sale without notice or advertisement and bid and become purchaser at any public sale or at any Broker’s
Board. If notice to Debtor(s) is/are required by the Uniform Commercial Code of Utah of public or private sale of Collateral, Secured
Party may give written notice to Debtor(s) five (5) days prior to the date of public sale of the Collateral or prior to the date
after which private sale of the Collateral will be made, by mailing such notice to Debtor(s) at the address designated at the beginning
of this Security


 






    	 



    	 



    




 


members as the case may be, and then and there to vote in its name, stead, and behalf any and all shares
of the capital stock and/or Member(s) Interest, now or which may, so long as this Security Agreement is in effect, be owned and
held by it or stand in its name on the books of said corporation and/or company including any and all additional shares of stock,
and/or Member(s) Interest which may hereafter be created by reason of stock dividends, split ups, reorganization, mergers, or recapitalization,
and in and to which the said Secured Party shall have a security interest at all such meetings of the shareholders and/or members,
as the case may be, whether regular or special, as fully and with like effect as it could if personally present and voting at said
shareholders’ meetings and/or members meetings, as the case may be, and to make, execute, and enter into, in its stead and
behalf as a shareholder in such corporation and/or member in such company, as the case may be, any and all consents, certificates,
or other documents, including but not limited to any such consent, certificate, or other document relating to merger with other
corporations, companies, re-organizations or other change in the corporate structure; this proxy is coupled with an interest in
that the shares of stock and/or Member(s) Interest, as the case may be, subject hereto are now subject to a security interest in
favor of the Secured Party to secure the indebtedness of the Debtor(s) to the Secured Party, as set forth in this Security Agreement.
The proxy here granted shall be and remain exclusive and irrevocable so long as the undersigned Debtor(s) remains indebted to the
Secured Party under this Security Agreement and shall be binding upon the undersigned Debtor(s) and the Owner, their respective
heirs, executors, administrators, and assigns, as the case may be. Secured Party shall have full power of substitution hereunder,
and any party designated by Secured Party as its substitute shall be entitled to exercise all powers herein granted with respect
to any and all shares of stock and/or Member(s) Interest, as the case may be, mentioned or referred to in the Security Agreement


 


EXECUTED this 15 of June, 2009.


 


	SECURED PARTY:	 	DEBTOR:
	 	 	 
	ACP PROPERTY MANAGEMENT INC.	 	TRONCO ENERGY CORPORATION
	 	 	 
	BY:	/s/ ALAN C. FOX	 	BY:	/s/ G. TROY MEIER
	 	ALAN C. FOX, President	 	 	G. TROY MEIER, President


 


The undersigned on behalf of SUPERIOR DRILLING PRODUCTS, LLC
hereby acknowledges the pledge of the Member(s) Interest (“Pledge”) as described above in the name of MEIER FAMILY
HOLDING COMPANY, LLC, and shall record on the books and records of SUPERIOR DRILLING PRODUCTS, LLC such Pledge, and shall not allow
the transfer of such Member(s) Interest from the name of MEIER FAMILY HOLDING COMPANY, LLC to any other person, party or entity
without the prior written consent and agreement of the Secured Party, until such time as the Secured Party has delivered its written
release of the Pledge of such Member(s) Interest to SUPERIOR DRILLING PRODUCTS, LLC.


 


	 	SUPERIOR DRILLING PRODUCTS, LLC
	 	 
	 	BY:	/s/ Annette D. Meier
	 	 	Annette D. Meier, Manager