Exhibit 10.40


  


		U.S.
                           Small Business Administration

         

        Unconditional
        Guarantee 



 





	SBA Loan #	65911350-04
	 	 
	SBA Loan Name	Superior Drilling, LLC
	 	 
	Guarantor	Gilbert Troy Meier
	 	 
	Borrower	Superior Drilling Products, LLC, Meier Leasing, LLC and Meier Management Company, LLC
	 	 
	Lender	Proficio Bank
	 	 
	Date	December 30, 2013
	 	 
	Note Amount	$627,000.00




  


		1.	GUARANTEE:



 


Guarantor
unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note
is paid in full. Guarantor must pay all amounts due under the Note when Lender makes written demand upon Guarantor. Lender is not
required to seek payment from any other source before demanding payment from Guarantor.


 


		2.	NOTE:



 


The
“Note” is the promissory note dated December               ,
2013 in the principal amount of Six Hundred Twenty-Seven Thousand
Dollars and Zero Cents  Dollars, from Borrower
to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit.


 


		3.	DEFINITIONS:



 


“Collateral”
means any property taken as security for payment of the Note or any guarantee of the Note.


 


“Loan”
means the loan evidenced by the Note.


 


“Loan
Documents” means the documents related to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges
Collateral.


 


“SBA”
means the Small Business Administration, an Agency of the United States of America.


 




    	SBA Form 148 (10/98) Previous editions obsolete	Page 1/5



    	 



    

 


		4.	LENDER’S GENERAL POWERS:



 


Lender
may take any of the following actions at any time, without notice, without Guarantor’s consent, and without making demand
upon Guarantor:


 


		A.	Modify the terms of the Note or any other Loan Document
except to increase the amounts due under the Note;



 


		B.	Refrain from taking any action on the Note, the Collateral,
or any guarantee;



 


		C.	Release any Borrower or any guarantor of the Note;



 


		D.	Compromise or settle with the Borrower or any guarantor
of the Note;



 


		E.	Substitute or release any of the Collateral, whether
or not Lender receives anything in return;



 


		F.	Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with
or without advertisement;



 


		G.	Bid or buy at any sale of Collateral by Lender or any
other lienholder, at any price Lender chooses; and



 


		H.	Exercise any rights it has, including those in the Note and other Loan Documents. 



 


These
actions will not release or reduce the obligations of Guarantor or create any rights or claims against Lender.


 


		5.	FEDERAL LAW:



 


When
SBA is the holder, the Note and this Guarantee will be construed and enforced under federal law, including SBA regulations. Lender
or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes.
By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to
this Guarantee, Guarantor may not claim or assert any local or state law against SBA to deny any obligation, defeat any claim of
SBA, or preempt federal law.


 


		6.	RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES:



 


To
the extent permitted by law,


 


		A.	Guarantor waives all rights to:



 


		1)	Require presentment, protest, or demand upon Borrower;



 


		2)	Redeem any Collateral before or after Lender disposes
of it;



 


		3)	Have any disposition of Collateral advertised; and



 


		4)	Require a valuation of Collateral before or after Lender
disposes of it.



 


		B.	Guarantor waives any notice of:



 


		1)	Any default under the Note;



 


		2)	Presentment, dishonor, protest, or demand;



 


		3)	Execution of the Note;



 


		4)	Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration,
intent to accelerate, assignment, collection activity, and incurring enforcement expenses;



 


		5)	Any change in the financial condition or business operations
of Borrower or any guarantor;



 


		6)	Any changes in the terms of the Note or other Loan Documents,
except increases in theamounts due under the Note;
and



 





		7)	The time or place of any sale or other disposition of
Collateral.



 


		C.	Guarantor waives defenses based upon any claim that:



 


		1)	Lender failed to obtain any guarantee;



 


		2)	Lender failed to obtain, perfect, or maintain a security
interest in any property offered or taken as Collateral;



 


		3)	Lender or others improperly valued or inspected the Collateral;



 


		4)	The Collateral changed in value, or was neglected, lost,
destroyed, or underinsured;



 




    	SBA Form 148 (10/98) Previous editions obsolete	Page 2/5



    	 



    

 


		5)	Lender impaired the Collateral;



 


		6)	Lender did not dispose of any of the Collateral;



 


		7)	Lender did not conduct a commercially reasonable sale;



 


		8)	Lender did not obtain the fair market value of the Collateral;



 


		9)	Lender did not make or perfect a claim upon the death or disability of Borrower or any guarantor of
the Note;



 


		10)	The financial condition of Borrower or any guarantor was overstated or has adversely changed;



 


		11)	Lender made errors or omissions in Loan Documents or administration of the Loan;



 


		12)	Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding
payment from Guarantor:



 


		13)	Lender impaired Guarantor’s suretyship rights;



 


		14)	Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies
the Note to increase the amounts due under the Note without Guarantor’s consent, Guarantor will not be liable for the increased
amounts and related interest and expenses, but remains liable for all other amounts;



 


		15)	Borrower has avoided liability on the Note; or



 


		16)	Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents.



 


		7.	DUTIES AS TO COLLATERAL:



 


Guarantor
will preserve the Collateral pledged by Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral.


 


		8.	SUCCESSORS AND ASSIGNS:



 


Under
this Guarantee, Guarantor includes heirs and successors, and Lender includes its successors and assigns.


 


		9.	GENERAL PROVISIONS:



 


		A.	ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee,
including, but not limited to, attorney’s fees and costs.



 


		B.	SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is
not a co-guarantor with Guarantor. Guarantor has no right of contribution from SBA.



 


		C.	SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the
Note is paid in full.



 


		D.	JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally
liable.



 


		E.	DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan
Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.



 


		F.	FINANCIAL STATEMENTS. Guarantor must give Lender financial statements as Lender requires.



 


		G.	LENDER’S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any of its rights separately or
together, as many times as it chooses. Lender may delay or forgo enforcing any of its rights without losing or impairing any of
them.



 


		H.	ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written
terms of the Note or this Guarantee, or to raise a defense to this Guarantee.



 


		I.	SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain
in effect.



 


		J.	CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as
to the Loan






 




    	SBA Form 148 (10/98) Previous editions obsolete	Page 3/5



    	 



    

  





		10.	STATE-SPECIFIC PROVISIONS:



 





	 


 






    	SBA Form 148 (10/98) Previous editions obsolete	Page 4/5



    	 



    




  


	Witness:	 	Guarantor(s)
	 	 	 
	 [ILLEGIBLE]	 	/s/ Gilbert Troy Meier
	 	 	Gilbert Troy Meier, Individually


  


TATE OF
UTAH


COUNTY OF       UINTAH      , SS.


 


The
foregoing instrument was acknowledged before me this 30 day of December, 2013, by Gilbert Troy Meier.


 





	                                                                         

         

         
	/s/ Rich
    Mahoney                                         ,
    NOTARY PUBLIC 
	MY COMMISSION EXPIRES:	11.5.15
	Rich Mahoney
	TYPE OR PRINT NAME










  




    	 



    	 



    

 





	 	 
		 

        U.S. Small Business Administration

         

        Unconditional
        Guarantee 

         

	 	 







 


	SBA Loan #	65911350-04
	 	 
	SBA Loan Name	Superior Drilling, LLC
	 	 
	Guarantor	Gilbert Troy Meier Trust




	 	 
	Borrower	Superior Drilling Products, LLC, Meier Leasing, LLC and Meier Management Company, LLC
	 	 
	Lender	Proficio Bank
	 	 
	Date	December 30, 2013
	 	 
	Note Amount	$627,000.00


 


		1.	GUARANTEE:



 


Guarantor unconditionally guarantees payment to Lender
of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts
due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source
before demanding payment from Guarantor.


 


		2.	NOTE:



 


The “Note” is the promissory note dated
December                 , 2013 in the
principal amount of Six Hundred Twenty-Seven Thousand Dollars and Zero Cents Dollars, from Borrower to Lender.
It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line of credit.


 


		3.	DEFINITIONS:



 


“Collateral” means any property taken
as security for payment of the Note or any guarantee of the Note.


“Loan” means the loan evidenced by the
Note.


“Loan Documents” means the documents related
to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral.


“SBA” means the Small Business Administration,
an Agency of the United States of America.


 


	SBA Form 148 (10/98) Previous editions obsolete	Page 1/5


 




    	 



    	 



    

 


		4.	LENDER’S GENERAL POWERS:



 


Lender may take any of the following actions at any
time, without notice, without Guarantor’s consent, and without making demand upon Guarantor:


 


		A.	Modify the terms of the Note or any other Loan Document except to increase the amounts due under
the Note;



 


		B.	Refrain from taking any action on the Note, the Collateral, or any guarantee;



 


		C.	Release any Borrower or any guarantor of the Note;



 


		D.	Compromise or settle with the Borrower or any guarantor of the Note;



 


		E.	Substitute or release any of the Collateral, whether or not Lender receives anything in return;



 


		F.	Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement;



 


		G.	Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses;
and



 


		H.	Exercise any rights it has, including those in the Note and other Loan Documents.



 


These actions will not release or reduce the obligations
of Guarantor or create any rights or claims against Lender.


 


		5.	FEDERAL LAW:



 


When SBA is the holder, the Note and this Guarantee
will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for
filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not
waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim
or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


		6.	RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES:



 


To the extent permitted by law,


 


		A.	Guarantor waives all rights to:



 


		1)	Require presentment, protest, or demand upon Borrower;



 


		2)	Redeem any Collateral before or after Lender disposes of it;



 


		3)	Have any disposition of Collateral advertised; and



 


		4)	Require a valuation of Collateral before or after Lender disposes of it.



 


		B.	Guarantor waives any notice of:



 


		1)	Any default under the Note;



 


		2)	Presentment, dishonor, protest, or demand;



 


		3)	Execution of the Note;



 


		4)	Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration,
intent to accelerate, assignment, collection activity, and incurring enforcement expenses;



 


		5)	Any change in the financial condition or business operations of Borrower or any guarantor;



 


		6)	Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due
under the Note; and



 


		7)	The time or place of any sale or other disposition of Collateral.



 


		C.	Guarantor waives defenses based upon any claim that:



 


		1)	Lender failed to obtain any guarantee;



 


		2)	Lender failed to obtain, perfect, or maintain a security interest in any property offered or taken
as Collateral;



 


		3)	Lender or others improperly valued or inspected the Collateral;



 


		4)	The Collateral changed in value, or was neglected, lost, destroyed, or underinsured;



 


	SBA Form 148 (10/98) Previous editions obsolete	Page 2/5


 




    	 



    	 



    

 


		5)	Lender impaired the Collateral;



 


		6)	Lender did not dispose of any of the Collateral;



 


		7)	Lender did not conduct a commercially reasonable sale;



 


		8)	Lender did not obtain the fair market value of the Collateral;



 


		9)	Lender did not make or perfect a claim upon the death or disability of Borrower or any guarantor
of the Note;



 


		10)	The financial condition of Borrower or any guarantor was overstated or has adversely changed;



 


		11)	Lender made errors or omissions in Loan Documents or administration of the Loan;



 


		12)	Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding
payment from Guarantor:



 


		13)	Lender impaired Guarantor’s suretyship rights;



 


		14)	Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies
the Note to increase the amounts due under the Note without Guarantor’s consent, Guarantor will not be liable for the increased
amounts and related interest and expenses, but remains liable for all other amounts;



 


		15)	Borrower has avoided liability on the Note; or



 


		16)	Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents.



 


		7.	DUTIES AS TO COLLATERAL:



 


Guarantor will preserve the Collateral pledged by
Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral.


 


		8.	SUCCESSORS AND ASSIGNS:



 


Under this Guarantee, Guarantor includes heirs and
successors, and Lender includes its successors and assigns.


 


		9.	GENERAL PROVISIONS:



 


		A.	ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee, including, but not limited
to, attorney’s fees and costs.



 


		B.	SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is not a co- guarantor with
Guarantor. Guarantor has no right of contribution from SBA.



 


		C.	SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the Note is paid in full.



 


		D.	JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally liable.



 


		E.	DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender
to acquire, perfect, or maintain Lender’s liens on Collateral.



 


		F.	FINANCIAL STATEMENTS. Guarantor must give Lender financial statements as Lender requires.



 


		G.	LENDER’S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any of its rights separately or together, as many times as
it chooses. Lender may delay or forgo enforcing any of its rights without losing or impairing any of them.



 


		H.	ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written terms of the Note or
this Guarantee, or to raise a defense to this Guarantee.



 


		I.	SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain in effect.



 


		J.	CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan.



 


	SBA Form 148 (10/98) Previous editions obsolete	Page 3/5


 




    	 



    	 



    

 


		10.	STATE-SPECIFIC PROVISIONS:



 


	 


 


	SBA Form 148 (10/98) Previous editions obsolete	Page 4/5


 






    	 



    	 



    

 


	Witness:	 	Guarantor(s):	 	 
	 	 	 	 	 
	[ILLEGIBLE]	 	/s/ Annette D Meier	 	 
	 	 	Annette D Meier, as Trustee of 

Gilbert Troy Meier Trust



	 	 


 





	Witness:	 	Guarantor(s):	 	 
	 	 	 	 	 
	[ILLEGIBLE]	 	/s/ Gilbert Troy Meier	 	 
	 	 	Gilbert Troy Meier as Trustee of 

Gilbert Troy Meier Trust



	 	 


 


 


STATE OF UTAH


COUNTY OF       UINTAH      , SS.


 


The foregoing instrument was acknowledged
before me this30 day of December, 2013. by Annette D Meier, Trustee of Gilbert Troy Meier Trust, a Utah Trust, on behalf of
such Trust.




 


		/s/ Rich Mahoney
                  ,
    NOTARY PUBLIC
        MY COMMISSION EXPIRES:          11.5.15        

        Rich Mahoney                      

        TYPE OR PRINT NAME

         

         



 


STATE OF UTAH


COUNTY OF       UINTAH      , SS.



 


The foregoing instrument was acknowledged
before me this 30 day of December, 2013, by Gilbert Troy Meier, Trustee of Gilbert Troy Meier Trust, a Utah Trust, on behalf
of such Trust.




 





		
        /s/ Rich Mahoney                        ,
        NOTARY PUBLIC

        MY COMMISSION EXPIRES:          11.5.15        

        Rich Mahoney                      

        TYPE OR PRINT NAME

         

         



 




    	 



    	 



    



 





	 	 
		
         

        U.S. Small Business Administration

         

        Unconditional
        Guarantee 

         

	 	 







 


	SBA Loan #	65911350-04
	 	 
	SBA Loan Name	Superior Drilling, LLC
	 	 
	Guarantor	Annette Meier
	 	 
	Borrower	Superior Drilling Products, LLC, Meier Leasing, LLC and Meier Management Company, LLC
	 	 
	Lender	Proficio Bank
	 	 
	Date	December 30, 2013
	 	 
	Note Amount	$627,000.00


 


		1.	GUARANTEE:



 


Guarantor unconditionally guarantees payment to Lender
of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts
due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source
before demanding payment from Guarantor.


 


		2.	NOTE:



 


The “Note” is the promissory note dated
December, 2013 in the principal amount of Six Hundred Twenty-Seven Thousand Dollars and Zero Cents Dollars, from
Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line
of credit.


 


		3.	DEFINITIONS:



 


“Collateral” means any property taken
as security for payment of the Note or any guarantee of the Note.


“Loan” means the loan evidenced by the
Note.


“Loan Documents” means the documents related
to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral.


“SBA” means the Small Business Administration,
an Agency of the United States of America.





 


	SBA Form 148 (10/98) Previous editions obsolete	Page 1/5


 




    	 



    	 



    

 


		4.	LENDER’S GENERAL POWERS:



 


Lender may take any of the following actions at any
time, without notice, without Guarantor’s consent, and without making demand upon Guarantor:


 


		A.	Modify the terms of the Note or any other Loan Document except to increase the amounts due under
the Note;



 


		B.	Refrain from taking any action on the Note, the Collateral, or any guarantee;



 


		C.	Release any Borrower or any guarantor of the Note;



 


		D.	Compromise or settle with the Borrower or any guarantor of the Note;



 


		E.	Substitute or release any of the Collateral, whether or not Lender receives anything in return;



 


		F.	Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement;



 


		G.	Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses;
and



 


		H.	Exercise any rights it has, including those in the Note and other Loan Documents.



 


These actions will not release or reduce the obligations
of Guarantor or create any rights or claims against Lender.


 


		5.	FEDERAL LAW:



 


When SBA is the holder, the Note and this Guarantee
will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for
filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not
waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim
or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


		6.	RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES:



 


To the extent permitted by law,


 


		A.	Guarantor waives all rights to:



 


		1)	Require presentment, protest, or demand upon Borrower;



 


		2)	Redeem any Collateral before or after Lender disposes of it;



 


		3)	Have any disposition of Collateral advertised; and



 


		4)	Require a valuation of Collateral before or after Lender disposes of it.



 


		B.	Guarantor waives any notice of:



 


		1)	Any default under the Note;



 


		2)	Presentment, dishonor, protest, or demand;



 


		3)	Execution of the Note;



 


		4)	Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration,
intent to accelerate, assignment, collection activity, and incurring enforcement expenses;



 


		5)	Any change in the financial condition or business operations of Borrower or any guarantor;



 


		6)	Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due
under the Note; and



 


		7)	The time or place of any sale or other disposition of Collateral.



 


		C.	Guarantor waives defenses based upon any claim that:



 


		1)	Lender failed to obtain any guarantee;



 


		2)	Lender failed to obtain, perfect, or maintain a security interest in any property offered or taken
as Collateral;



 


		3)	Lender or others improperly valued or inspected the Collateral;



 


		4)	The Collateral changed in value, or was neglected, lost, destroyed, or underinsured;



  


	SBA Form 148 (10/98) Previous editions obsolete	Page 2/5


 




    	 



    	 



    

 


		5)	Lender impaired the Collateral;



 


		6)	Lender did not dispose of any of the Collateral;



 


		7)	Lender did not conduct a commercially reasonable sale;



 


		8)	Lender did not obtain the fair market value of the Collateral;



 


		9)	Lender did not make or perfect a claim upon the death or disability of Borrower or any guarantor
of the Note;



 


		10)	The financial condition of Borrower or any guarantor was overstated or has adversely changed;



 


		11)	Lender made errors or omissions in Loan Documents or administration of the Loan;



 


		12)	Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding
payment from Guarantor;



 


		13)	Lender impaired Guarantor’s suretyship rights;



 


		14)	Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies
the Note to increase the amounts due under the Note without Guarantor’s consent, Guarantor will not be liable for the increased
amounts and related interest and expenses, but remains liable for all other amounts;



 


		15)	Borrower has avoided liability on the Note; or



 


		16)	Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents.



 


		7.	DUTIES AS TO COLLATERAL:



 


Guarantor will preserve the Collateral pledged by
Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral.


 


		8.	SUCCESSORS AND ASSIGNS:



 


Under this Guarantee, Guarantor includes heirs and
successors, and Lender includes its successors and assigns.


 


		9.	GENERAL PROVISIONS:



 


		A.	ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee, including, but not limited
to, attorney’s fees and costs.



 


		B.	SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is not a co-guarantor with
Guarantor. Guarantor has no right of contribution from SBA.



 


		C.	SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the Note is paid in full.



 


		D.	JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally liable.



 


		E.	DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender
to acquire, perfect, or maintain Lender’s liens on Collateral.



 


		F.	FINANCIAL STATEMENTS. Guarantor must give Lender financial statements as Lender requires.



 


		G.	LENDER’S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any of its rights separately or together, as many times as
it chooses. Lender may delay or forgo enforcing any of its rights without losing or impairing any of them.



 


		H.	ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written terms of the Note or
this Guarantee, or to raise a defense to this Guarantee.



 


		I.	SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain in effect.



 


		J.	CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan.



  


	SBA Form 148 (10/98) Previous editions obsolete	Page 3/5


 




    	 



    	 



    

 


		10.	STATE-SPECIFIC PROVISIONS:



 


	 


  


	SBA Form 148 (10/98) Previous editions obsolete	Page 4/5


 






    	 



    	 



    

 


	Witness:	 	Guarantor(s):	 	 
	 	 	 	 	 
	[ILLEGIBLE]	 	/s/ Annette D Meier	 	 
	 	 	Annette D Meier, individually	 	 


 


STATE OF UTAH


COUNTY OF       UINTAH      , SS.


 


The foregoing instrument was acknowledged
before me this  30  day of December, 2013 by Annette D Meier.


 


		
        /s/ Rich Mahoney                        ,
        NOTARY PUBLIC

        MY COMMISSION EXPIRES:          11.5.15        

        Rich Mahoney                      

        TYPE OR PRINT NAME

         

         



 




    	 



    	 



    



 





	 	 
		
         

        U.S. Small Business Administration

         

        Unconditional
        Guarantee 

         

	 	 







 


	SBA Loan #	65911350-04
	 	 
	SBA Loan Name	Superior Drilling, LLC
	 	 
	Guarantor	Annette Deuel Meier Trust




	 	 
	Borrower	Superior Drilling Products, LLC, Meier Leasing, LLC and Meier Management Company, LLC
	 	 
	Lender	Proficio Bank
	 	 
	Date	December 30, 2013
	 	 
	Note Amount	$627,000.00


 


		1.	GUARANTEE:



 


Guarantor unconditionally guarantees payment to Lender
of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts
due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source
before demanding payment from Guarantor.


 


		2.	NOTE:



 


The “Note” is the promissory note dated
December, 2013 in the principal amount of Six Hundred Twenty-Seven Thousand Dollars and Zero Cents Dollars, from
Borrower to Lender. It includes any assumption, renewal, substitution, or replacement of the Note, and multiple notes under a line
of credit.


 


		3.	DEFINITIONS:



 


“Collateral” means any property taken
as security for payment of the Note or any guarantee of the Note.


“Loan” means the loan evidenced by the
Note.


“Loan Documents” means the documents related
to the Loan signed by Borrower, Guarantor or any other guarantor, or anyone who pledges Collateral.


“SBA” means the Small Business Administration,
an Agency of the United States of America.


 


	SBA Form 148 (10/98) Previous editions obsolete	Page 1/5


 




    	 



    	 



    

 


		4.	LENDER’S GENERAL POWERS:



 


Lender may take any of the following actions at any
time, without notice, without Guarantor’s consent, and without making demand upon Guarantor:


 


		A.	Modify the terms of the Note or any other Loan Document except to increase the amounts due under
the Note;



 


		B.	Refrain from taking any action on the Note, the Collateral, or any guarantee;



 


		C.	Release any Borrower or any guarantor of the Note;



 


		D.	Compromise or settle with the Borrower or any guarantor of the Note;



 


		E.	Substitute or release any of the Collateral, whether or not Lender receives anything in return;



 


		F.	Foreclose upon or otherwise obtain, and dispose of, any Collateral at public or private sale, with or without advertisement;



 


		G.	Bid or buy at any sale of Collateral by Lender or any other lienholder, at any price Lender chooses;
and



 


		H.	Exercise any rights it has, including those in the Note and other Loan Documents.



 


These actions will not release or reduce the obligations
of Guarantor or create any rights or claims against Lender.


 


		5.	FEDERAL LAW:



 


When SBA is the holder, the Note and this Guarantee
will be construed and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for
filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not
waive any federal immunity from state or local control, penalty, tax, or liability. As to this Guarantee, Guarantor may not claim
or assert any local or state law against SBA to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


		6.	RIGHTS, NOTICES, AND DEFENSES THAT GUARANTOR WAIVES:



 


To the extent permitted by law,


 


		A.	Guarantor waives all rights to:



 


		1)	Require presentment, protest, or demand upon Borrower;



 


		2)	Redeem any Collateral before or after Lender disposes of it;



 


		3)	Have any disposition of Collateral advertised; and



 


		4)	Require a valuation of Collateral before or after Lender disposes of it.



 


		B.	Guarantor waives any notice of:



 


		1)	Any default under the Note;



 


		2)	Presentment, dishonor, protest, or demand;



 


		3)	Execution of the Note;



 


		4)	Any action or inaction on the Note or Collateral, such as disbursements, payment, nonpayment, acceleration,
intent to accelerate, assignment, collection activity, and incurring enforcement expenses;



 


		5)	Any change in the financial condition or business operations of Borrower or any guarantor;



 


		6)	Any changes in the terms of the Note or other Loan Documents, except increases in the amounts due
under the Note; and



 


		7)	The time or place of any sale or other disposition of Collateral.



 


		C.	Guarantor waives defenses based upon any claim that:



 


		1)	Lender failed to obtain any guarantee;



 


		2)	Lender failed to obtain, perfect, or maintain a security interest in any property offered or taken
as Collateral;



 


		3)	Lender or others improperly valued or inspected the Collateral;



 


		4)	The Collateral changed in value, or was neglected, lost, destroyed, or underinsured;



 


	SBA Form 148 (10/98) Previous editions obsolete	Page 2/5


 




    	 



    	 



    

 


		5)	Lender impaired the Collateral;



 


		6)	Lender did not dispose of any of the Collateral;



 


		7)	Lender did not conduct a commercially reasonable sale;



 


		8)	Lender did not obtain the fair market value of the Collateral;



 


		9)	Lender did not make or perfect a claim upon the death or disability of Borrower or any guarantor
of the Note;



 


		10)	The financial condition of Borrower or any guarantor was overstated or has adversely changed;



 


		11)	Lender made errors or omissions in Loan Documents or administration of the Loan;



 


		12)	Lender did not seek payment from the Borrower, any other guarantors, or any Collateral before demanding
payment from Guarantor:



 


		13)	Lender impaired Guarantor’s suretyship rights;



 


		14)	Lender modified the Note terms, other than to increase amounts due under the Note. If Lender modifies
the Note to increase the amounts due under the Note without Guarantor’s consent, Guarantor will not be liable for the increased
amounts and related interest and expenses, but remains liable for all other amounts;



 


		15)	Borrower has avoided liability on the Note; or



 


		16)	Lender has taken an action allowed under the Note, this Guarantee, or other Loan Documents.



 


		7.	DUTIES AS TO COLLATERAL:



 


Guarantor will preserve the Collateral pledged by
Guarantor to secure this Guarantee. Lender has no duty to preserve or dispose of any Collateral.


 


		8.	SUCCESSORS AND ASSIGNS:



 


Under this Guarantee, Guarantor includes heirs and
successors, and Lender includes its successors and assigns.


 


		9.	GENERAL PROVISIONS:



 


		A.	ENFORCEMENT EXPENSES. Guarantor promises to pay all expenses Lender incurs to enforce this Guarantee, including, but not limited
to, attorney’s fees and costs.



 


		B.	SBA NOT A CO-GUARANTOR. Guarantor’s liability will continue even if SBA pays Lender. SBA is not a co-guarantor with
Guarantor. Guarantor has no right of contribution from SBA.



 


		C.	SUBROGATION RIGHTS. Guarantor has no subrogation rights as to the Note or the Collateral until the Note is paid in full.



 


		D.	JOINT AND SEVERAL LIABILITY. All individuals and entities signing as Guarantor are jointly and severally liable.



 


		E.	DOCUMENT SIGNING. Guarantor must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender
to acquire, perfect, or maintain Lender’s liens on Collateral.



 


		F.	FINANCIAL STATEMENTS. Guarantor must give Lender financial statements as Lender requires.



 


		G.	LENDER’S RIGHTS CUMULATIVE, NOT WAIVED. Lender may exercise any of its rights separately or together, as many times as
it chooses. Lender may delay or forgo enforcing any of its rights without losing or impairing any of them.



 


		H.	ORAL STATEMENTS NOT BINDING. Guarantor may not use an oral statement to contradict or alter the written terms of the Note or
this Guarantee, or to raise a defense to this Guarantee.



 


		I.	SEVERABILITY. If any part of this Guarantee is found to be unenforceable, all other parts will remain in effect.



 


		J.	CONSIDERATION. The consideration for this Guarantee is the Loan or any accommodation by Lender as to the Loan.



 


 


	SBA Form 148 (10/98) Previous editions obsolete	Page 3/5


 




    	 



    	 



    

 


		10.	STATE-SPECIFIC PROVISIONS:



 


	 


 


	SBA Form 148 (10/98) Previous editions obsolete	Page 4/5


 






    	 



    	 



    

 


	Witness:	 	Guarantor(s):	 	 
	 	 	 	 	 
	[ILLEGIBLE]	 	/s/ Annette D Meier	 	 
	 	 	Annette D Meier, as Trustee of

Annette Deuel Meier Trust



	 	 


 





	 	 	 	 	 
	[ILLEGIBLE]	 	/s/ Gilbert Troy Meier	 	 
	 	 	Gilbert Troy Meier,as Trustee of

        Annette Deuel Meier Trust



	 	 


 


STATE OF UTAH


COUNTY OF       UINTAH      , SS. 





The foregoing instrument was acknowledged
before me this 30 day of December, 2013, by Annette D Meier, Trustee of Annette Deuel Meier Trust, a Utah Trust, on behalf of
such Trust.




 


		
        /s/ Rich Mahoney                        ,
        NOTARY PUBLIC

        MY COMMISSION EXPIRES:          11.5.15                       

        Rich Mahoney                                                                         

        TYPE OR PRINT NAME

         

         



 


STATE OF UTAH


COUNTY OF       UINTAH      , SS.



 









The
foregoing instrument was acknowledged before me this 30 day of December, 2013, by Gilbert Troy Meier,
Trustee of Annette Deuel Meier Trust, a Utah Trust, on behalf of such Trust.









 





		
        /s/ Rich Mahoney                        ,
        NOTARY PUBLIC

        MY COMMISSION EXPIRES:          11.5.15                       

        Rich Mahoney                                                                        

        TYPE OR PRINT NAME

         

         



 




    	 



    	 



    



 


	 	 
		 

        U.S.
        Small Business Administration

         

        Note

         

	 	 


 


	SBA
    Loan #	65911350-04
	 	 
	SBA
    Loan Name	Superior Drilling, LLC
	 	 
	Date	December 30, 2013
	 	 
	Loan
    Amount	$627,000.00
	 	 
	Interest
    Rate	Initially 6.00%
	 	 
	Borrower	Superior Drilling Products,
    LLC, Meier Leasing, LLC and Meier Management Company, LLC
	 	 
	Operating
    

    Company	Superior
    Drilling, LLC
	 	 
	Lender	Proficio
    Bank


 


		1.	PROMISE TO PAY:



 


In return for the Loan, Borrower promises to pay
to the order of Lender the amount of Six Hundred Twenty-Seven Thousand Dollars and Zero Cents Dollars, interest
on the unpaid principal balance, and all other amounts required by this Note.


 


		2.	DEFINITIONS:



 


“Collateral” means any property taken
as security for payment of this Note or any guarantee of this Note.


 


“Guarantor” means each person or entity
that signs a guarantee of payment of this Note.


 


“Loan” means the loan evidenced by this
Note.


 


“Loan Documents” means the documents
related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.


 


“SBA” means the Small Business Administration,
an Agency of the United States of America.


 


	SBA Form 147 (06/03/02) Version 4.1	Page 1/6


 




    	 



    	 



    

 


		3.	PAYMENT TERMS:



 


Borrower must make all payments at the place Lender
designates. The payment terms for this Note are: 


 





	Maturity: This Note will mature in 7 years
from date of Note.


 


Repayment Terms:


Lender must insert onto SBA Note, Form 147, to be
executed by Borrower, the following terms, without modification. Lender must complete all blank terms on the Note at time of closing:


 


The interest rate on this Note will fluctuate. The
initial interest rate is 6.00% per year. This initial rate is the Prime Rate in effect on the first business day of the month
in which SBA received the loan application, plus 2.75%. The initial interest rate must remain in effect until the first change
period begins unless reduced in accordance with SOP 50 10.


 


Borrower must pay principal and interest payments of
$9,159.56 every month, beginning one month from the month this Note is dated; payments must be made on the 20th calendar
day in the months they are due.


 


Lender will apply each installment payment first
to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and
will apply any remaining balance to reduce principal.


 


The interest rate will be adjusted quarterly (the
“change period”).


 


The “Prime Rate” is the Prime Rate in effect
on the first business day of the month (as published in the Wall Street Journal newspaper) in which SBA received the application,
or any interest rate change occurs. Base Rates will be rounded to two decimal places with .004 being rounded down and .005 being
rounded up.


 


The adjusted interest rate will be 2.75% above the
Prime Rate. Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate
is effective on that day whether or not Lender gives Borrower notice of the change.


 


The spread as identified in the Note may not be changed
during the life of the Loan without the written agreement of the Borrower.


 


For variable rate loans, the interest rate adjustment
period may not be changed without the written consent of the Borrower.


 


Lender must adjust the payment amount at least annually
as needed to amortize principal over the remaining term of the note.


 


If SBA purchases the guaranteed portion of the unpaid
principal balance, the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default.
If there is no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase.


 


Loan Prepayment:


 


Notwithstanding any provision in this Note to the
contrary:


 


Borrower may prepay this Note. Borrower may
prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent
and the Loan has been sold on the secondary market, Borrower must:


a.  Give Lender written
notice;


b.  Pay all accrued
interest; and


c.  If the prepayment
is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days’ interest from the date
lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.


 


If Borrower does not prepay within 30 days from the date Lender
receives the notice, Borrower must give Lender a new notice.


 


All remaining principal and accrued interest is due and payable
7 years from date of Note.


 


Late Charge: If a payment on this Note is more than
10 days late, Lender may charge borrower a late fee of up to 5.00% of the unpaid portion of the regularly scheduled payment.

 




 


	SBA Form 147 (06/03/02) Version 4.1	Page 2/6


 




    	 



    	 



    

 


		4.	DEFAULT:



 


Borrower is in default under this Note if Borrower
does not make a payment when due under this Note, or if Borrower or Operating Company:


 


		A.	Fails to do anything required by this Note and other Loan Documents;



 


		B.	Defaults on any other loan with Lender;



 


		C.	Does not preserve, or account to Lender’s satisfaction
                                         for, any of the Collateral or its proceeds;



 


		D.	Does not disclose, or anyone acting on their behalf does not
                                         disclose, any material fact to Lender or SBA;



 


		E.	Makes, or anyone acting on their behalf makes, a materially
                                         false or misleading representation to Lender or SBA;



 


		F.	Defaults on any loan or agreement with another creditor, if
                                         Lender believes the default may materially affect Borrower’s ability to pay this
                                         Note;



 


		G.	Fails to pay any taxes when due;



 


		H.	Becomes the subject of a proceeding under any bankruptcy or
                                         insolvency law;



 


		I.	Has a receiver or liquidator appointed for any part of their
                                         business or property;



 


		J.	Makes an assignment
                                         for the benefit of creditors;



 


		K.	Has any adverse
                                         change in financial condition or business operation that Lender believes may materially
                                         affect Borrower’s ability to pay this Note;



 


		L.	Reorganizes, merges,
                                         consolidates, or otherwise changes ownership or business structure without Lender’s
                                         prior written consent; or



 


		M.	Becomes the subject
                                         of a civil or criminal action that Lender believes may materially affect Borrower’s
                                         ability to pay this Note.



 


		5.	LENDER’S RIGHTS IF THERE IS A DEFAULT:



 


Without notice or demand and without giving up any
of its rights, Lender may:


 


		A.	Require immediate payment of all amounts owing under this Note;



 


		B.	Collect all amounts owing from any Borrower or Guarantor;



 


		C.	File suit and obtain judgment;



 


		D.	Take possession of any Collateral; or



 


		E.	Sell, lease, or otherwise dispose of, any Collateral at public
                                         or private sale, with or without advertisement.



 


		6.	LENDER’S GENERAL POWERS:



 


Without notice and without Borrower’s consent,
Lender may:


 


		A.	Bid on or buy the Collateral at its sale or the sale of another
                                         lienholder, at any price it chooses;



 


		B.	Incur expenses to collect amounts due under this Note, enforce
                                         the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral.
                                         Among other things, the expenses may include payments for property taxes, prior liens,
                                         insurance, appraisals, environmental remediation costs, and reasonable attorney’s
                                         fees and costs. If Lender incurs such expenses, it may demand immediate repayment from
                                         Borrower or add the expenses to the principal balance;



 


		C.	Release anyone obligated to pay this Note;



 


		D.	Compromise, release, renew, extend or substitute any of the
                                         Collateral; and



 


		E.	Take any action necessary to protect the Collateral or collect
                                         amounts owing on this Note.



 


	SBA Form 147 (06/03/02) Version 4.1	Page 3/6


 




    	 



    	 



    

 


		7.	WHEN FEDERAL LAW APPLIES:



 


When SBA is the holder, this Note will be interpreted
and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers,
recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal
immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA
any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


		8.	SUCCESSORS AND ASSIGNS:



 


Under this Note, Borrower and Operating Company include
the successors of each, and Lender includes its successors and assigns.


 


		9.	GENERAL PROVISIONS:



 


		A.	All individuals and entities signing this Note are jointly and
                                         severally liable.



 


		B.	Borrower waives all suretyship defenses.



 


		C.	Borrower must sign all documents necessary at any time to comply
                                         with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s
                                         liens on Collateral.



 


		D.	Lender may exercise any of its rights separately or together,
                                         as many times and in any order it chooses. Lender may delay or forgo enforcing any of
                                         its rights without giving up any of them.



 


		E.	Borrower may not use an oral statement of Lender or SBA to contradict
                                         or alter the written terms of this Note.



 


		F.	If any part of this Note is unenforceable, all other parts remain
                                         in effect.



 


		G.	To the extent allowed by law, Borrower waives all demands and
                                         notices in connection with this Note, including presentment, demand, protest, and notice
                                         of dishonor. Borrower also waives any defenses based upon any claim that Lender did not
                                         obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired
                                         Collateral; or did not obtain the fair market value of Collateral at a sale.



 


	SBA Form 147 (06/03/02) Version 4.1	Page 4/6



 




    	 



    	 



    

 


		10.	STATE-SPECIFIC PROVISIONS:



 


	 


 


	SBA Form 147 (06/03/02) Version 4.1	Page 5/6


 




    	 



    	 



    

 


		11.	BORROWER’S NAME(S) AND SIGNATURE(S):



 


By signing below, each individual or entity becomes
obligated under this Note as Borrower.


 




 


 


	Witness:	 	Borrower(s):	 
	 	 	 	 
	 	 	Superior Drilling Products, LLC	 
	 	 	 	 	 
	[illegible]	 	By:	/s/ Annette D Meier	 
	 	 	 	Annette D Meier, Member	 
	 	 	 	 	 
	[illegible]	 	By:	/s/ Gilbert Troy Meier	 
	 	 	 	Gilbert Troy Meier, Member	 
	 	 	 	 	 
	 	 	Meier Leasing, LLC
	 	 	 	 	 
	[illegible]	 	By:	/s/ Annette D Meier	 
	 	 	 	Annette D Meier, Manager	 
	 	 	 	 	 
	 	 	Meier Management Company, LLC
	 	 	 	 	 
	[illegible]	 	By:	/s/ Annette D Meier	 
	 	 	 	Annette D Meier, Manager	 


 


 


 


 





 


	SBA Form 147 (06/03/02) Version 4.1	Page 6/6