Exhibit 10.1


 


DIRECTOR AND
OFFICER INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of                     ,
 2014  between SD Company, Inc., a Utah corporation (the “Company”), and                     
(“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At
the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. Indemnitee may also be entitled to indemnification pursuant to
the Utah Revised Business Corporation Act (“URBCA”). The Bylaws and the URBCA expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company
and members of the board of directors, officers and other persons with respect to indemnification;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS,
Indemnitee does not regard the protection available under the Company’s Bylaws and insurance as adequate in the present circumstances,
and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he be so indemnified; and


 




    	Page 1 of 13



    	 



    

 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as an officer or director after the date hereof, the parties
hereto agree as follows:


 


1. Indemnity
of Indemnitee.


 


The
Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended
from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a) Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be
made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties,
fines, and amounts paid in settlement, actually and reasonably incurred by him or on his behalf, in connection with such Proceeding
or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause
to believe the Indemnitee’s conduct was unlawful.


 


(b) Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if,
by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect
of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless
and to the extent that the Courts of the State of Utah shall determine that such indemnification may be made.


 


(c) Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding,
he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 


(d) Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 




    	Page 2 of 13



    	 



    

 


2. Additional
Indemnity.


 


In
addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the
Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is
threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company),
including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only
limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not
be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Sections 6 and 7 hereof) to be unlawful.


 


3. Contribution.
If the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever in connection with
a Proceeding in which Indemnitee is or was a party by reason of his Corporate Status and in which the Company is jointly liable
with Indemnitee (or would be if joined in such Proceeding), then to the fullest extent permissible under applicable law and public
policy, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments,
fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 


4. Indemnification
for Expenses of a Witness.


 


Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


 


5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by
or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time prior to final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred
by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses
advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. If, when
and to the extent that it is so determined that Indemnitee would not be permitted to be so indemnified under applicable law, the
Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore
paid. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification.


 


It
is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the
Utah General Corporation Law and public policy of the State of Utah. Accordingly, the parties agree that the following procedures
and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:


 




    	Page 3 of 13



    	 



    

 


(a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.


 


(b)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof,
a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific
case by one of the following four methods (which shall be at the election of the board if there has not been a Change of Control,
and which shall be at the election of the Indemnitee if there has been a Change of Control: (1) by a majority vote of the
Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors or if the
Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall
be delivered to the Indemnitee, or (4) if so directed by the Board of Directors, by the stockholders of the Company.


 


(c)
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected
by the Board of Directors if there has not been a Change of Control. The Independent Counsel shall be selected by the Indemnitee
if there has been a Change of Control. In either case, the non-selecting party may, within 10 days after such written notice of
selection shall have been given, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet
the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection
is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of
Chancery of the State of Utah or other court of competent jurisdiction for resolution of any objection which shall have been made
by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of
a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The
Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection
with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident
to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected
or appointed.


 


(d)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this
presumption shall have the burden of proof and the burden of persuasion. Neither the failure of the Company (including by its directors
or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 




    	Page 4 of 13



    	 



    

 


(e)
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as
hereinafter defined) in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected
with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall
in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and
the burden of persuasion.


 


(f)
If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended
for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination
with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation
and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall
not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of
this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination,
the Board of Directors or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders
for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such
determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such
receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having
been so called and such determination is made thereat.


 


(g)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any Independent Counsel, member of the Board of Directors or stockholder of the Company
shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification
under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as
to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.


 




    	Page 5 of 13



    	 



    

 


(h)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


7. Company’s
Right to Defend. In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company
shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably
withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any
fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s
assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s
counsel to the extent (i) the employment of counsel by Indemnitee is authorized by the Company, (ii) counsel for the
Company or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in
the conduct of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially
or legally able to perform its indemnification obligations or (iv) the Company shall not have retained, or shall not continue
to retain, such counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its
sole discretion. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding
at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense
of any claim brought by or in the right of the Company.


 


(a)
Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(b)
The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the
Company’s prior written consent, which shall not be unreasonably withheld.


 


(c)
The Company shall have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee, provided, however,
that the Company shall not settle any action or claim in a manner that would impose any penalty or admission of guilt or liability
on Indemnitee without Indemnitee’s written consent, which consent Indemnitee will not unreasonably withhold.


 


8. Remedies
of Indemnitee.


 


(a)
In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of
this Agreement, (iii) no determination of entitlement to indemnification is timely made pursuant to Section 6(b) of
this Agreement, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made
that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of
this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Utah of Indemnitee’s
entitlement to such indemnification. The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b)
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 8 shall be
conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination
under Section 6(b).


 




    	Page 6 of 13



    	 



    

 


(c)
If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 8,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such
indemnification under applicable law.


 


(d)
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 8 that
the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court
that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore)
advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with
any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be, unless,
as part of such judicial proceeding, the Court determines that each of the material assertions made by Indemnitee was either frivolous
or not made in good faith.


 


(e) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


9. Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the certificate of incorporation of the Company, the Bylaws, any agreement, a
vote of stockholders, a resolution of directors or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Utah General Corporation
Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Bylaws
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 


(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent
or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of
such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


 




    	Page 7 of 13



    	 



    

 


(c)
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d) The Company
shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of
the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


10. Exception
to Right of Indemnification.


 


Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity:


 


(a)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
of state statutory law or common law; or


 


(c)
for any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of
any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange
Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(d)
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation,
or (ii) such Proceeding is one brought pursuant to Section 7 above to enforce or interpret Indemnitee’s
rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company.


 




    	Page 8 of 13



    	 



    

 


11. Duration
of Agreement.


 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director
of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to
any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not
he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be
provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, sale of
all or substantially all of the business or assets of the Company, or otherwise), assigns, spouses, heirs, executors and personal
and legal representatives.


 


12. Security.


 


To
the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any time and from
time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit,
funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.


 


13. Enforcement.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as an officer or director of the Company.


 


(b)
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 


14. Definitions.


 


For purposes of
this Agreement:


 


(a)
A “Change of Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of
the following events:


 


(i)
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly
or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the
Company’s then outstanding securities;


 


(ii)
Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors
(other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described
in this Section 14) whose election by the board of directors or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least
a majority of the members of the Company’s board of directors;


 




    	Page 9 of 13



    	 



    

 


(iii)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity;


 


(iv)
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s assets; and


 


(v)
Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange
Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.


 


For
purposes of this Section 14(a), the following terms shall have the following meanings:


 


(A)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended; provided, however, that “Person” shall exclude (i) the Company, (ii) any trustee
or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(B)
“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of
1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming
a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity
or (ii) the Company’s board of directors approving a sale of securities by the Company to such Person.


 


(b)
“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving at the express written request of the Company.


 


(c)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(d)
“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer,
employee, agent or fiduciary.


 


(e)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 




    	Page 10 of 13



    	 



    

 


(f)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to
pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(g)
“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought
by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of
the Company, by reason of any action taken by him or of any inaction on his part while acting as an officer or director of the
Company, or by reason of the fact that he is or was serving at the express written request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether
or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification
can be provided under this Agreement; including one pending on or before the date of this Agreement.


 


15. Severability.


 


The
invalidity of unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


16. Modification
and Waiver.


 


No
supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17. Notice
By Indemnitee.


 


Indemnitee
agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.


 




    	Page 11 of 13



    	 



    

 


18. Notices.


 


All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent:


 


(a)
To Indemnitee at the address set forth below Indemnitee’s signature.


 


(b)
To the Company at:


 


SD Company, Inc.


1583 South 1700 East


Vernal, UT 84078


 


Attention: Troy Meier (CEO)


With a copy, not constituting
notice to:


Wong Fleming P.C.


Attention:


Eugenie Rivers, Esq.


Shahzad Qadri Esq.


2340 130th Ave.
NE, D-150


Bellevue,
Washington 98005


 


or to such other
address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


19. Counterparts.


 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


20. Headings.


 


The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 




    	Page 12 of 13



    	 



    

 


21. Governing
Law and Consent to Jurisdiction.


 


This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Utah, without regard
to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the Courts of the State of Utah (the
“Utah Court”), and not in any other state or federal court in the United States of America or any court in any other
country, (ii) consent to submit to the exclusive jurisdiction of the Utah Court for purposes of any action or proceeding arising
out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of
process in the State of Utah, irrevocably Capitol Corporate Services Inc. 2005 East 2700 South, Ste. 200, Salt Lake City, Utah
84109 as its agent in the State of Utah as such party’s agent for acceptance of legal process in connection with any such
action or proceeding against such party with the same legal force and validity as if served upon such party personally within the
State of Utah, (iv) waive any objection to the laying of venue of any such action or proceeding in the Utah Court, and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Utah Court has been brought in an
improper or inconvenient forum.


 


SIGNATURE
PAGE TO FOLLOW


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


 


	 	COMPANY
	 	 	 	 	 
	 	By:	 	 	 
	 	 	Name:	 	G. Troy Meier
	 	 	Title:	 	CEO
	 	 	 	 	 	 



 





	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 




 




    	Page 13 of 13