Exhibit 10.30


  


COMMERCIAL
GUARANTY





 


	Principal	Loan Date 	Maturity	Loan
    No 	Call
    / Coll	Account	Officer
                                         

                                         CB



	Initials
	References
    in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or
    item. 

Any item above containing “***” has
    been omitted due to text length limitations.





 


	Borrower:	Superior Drilling
    Products of California, LLC	 	Lender:	US Employment Development Lending Center,
LLC




	 	2221 North 3250 West	 	 	1 World Trade Center, Suite
    1870
	 	Vernal, UT 84078	 	 	Long Beach, CA 90831
	 	 	 	 	 
	Guarantor:	Annotte Deuel Meier Trust	 	 	 
	 	2221 N. 3250 West Vernal, UT
    84078	 	 	 
	 	 	 	 	 


 


GUARANTEE
OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and
unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance
and discharge of all Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and
performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's
remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty
or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender
of the United States of America, In same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's
obligations under the Note and Related Documents.


 


INDEBTEDNESS.
The word “Indebtedness” as used in this Guaranty means ail of the principal amount
outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal
expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower
individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and
any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents.


 


If
Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under
all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate
any such other guaranties. Guarantor’s liability will be Guarantor's aggregate liability under the terms of this Guaranty
and any such other unterminated guaranties.


 


DURATION
OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity
of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness
shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been
performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the
liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the
liability of any remaining Guarantors under this Guaranty.


 


GUARANTOR’S
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured
loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to
alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the
Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions
may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty
or the Indebtedness, and exchange, enforce, walve, subordinate, fail or decide not to perfect, and release any such security,
with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more
of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine
how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct
the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations
in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.


 


GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no
representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this
Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power,
right and authority to enter Into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default
under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court
decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell,
lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable
to Lender, and all such financial information which currently has been, and all future financial information which will be provided
to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as
of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition
since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely
affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including
those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis
information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that,
absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired
by Lender in the course of its relationship with Borrower.


 


GUARANTOR'S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender
to (A) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any
other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any person, Including
Borrower, before proceeding against Guarantor; (C) proceed against any collateral for the Indebtedness, including Borrower’s
collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order;
(E) give notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other
law governing such sale; (F) disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor
or surety, or about any action or nonaction of Lender; or (G) pursue any remedy or course of action in Lender's power whatsoever.


 


Guarantor
also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor
or surety or any other person; (I) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J)
the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor
and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss
or release of any collateral by operation of law or otherwise; (L) any statute of limitations in any action under this Guaranty
or on the Indebtedness; or (M) any modification or change in terms of the Indebtedness, whatsoever, including without limitation,
the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change In the interest
rate.


  




    	 



    	 



    

  





	 	COMMERCIAL GUARANTY	 
	 	(Continued)	Page 2
	 	 	 











  


Guarantor
waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or
may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive.


  


Guarantor
waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies,
such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation
and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.


  


Guarantor
waives all rights and defenses that Guarantor may have because Borrower’s obligation is secured by real property. This means
among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral
pledged by Borrower. (O) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower’s
obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is
worth more than the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral,
has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have because Borrower's obligation is secured by real property. These rights and defenses include, but
are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure.


  


Guarantor
understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses
to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation,
those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor
acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon
by Lender. Guarantor further understands and agrees that this Guaranty is a separate and Independent contract between Guarantor
and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all of the indebtedness is paid
in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surely,
or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter
held by Lender.


  


Guarantor’s
Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers
set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances,
the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.


  


Subordination
of Borrower's Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing
or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether
or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon
any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent
liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation,
or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender
and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have
or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment
shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests,
any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with
a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized,
in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents
and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this
Guaranty.


  


Miscellaneous
Provisions. The following miscellaneous provisions are a part of this Guaranty:


  


AMENDMENTS.
This Guaranty, together with any Related Documents, constitutes the entire understanding
and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall
be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.


  


ATTORNEYS’
FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender’s costs and expenses,
including Lender’s attorneys' fees and Lender’s legal expenses, incurred in connection with the enforcement of this
Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of
such enforcement. Costs and expenses include Lender's attorneys’ fees and legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such
additional fees as may be directed by the court.


  


CAPTION
HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not
to be used to interpret or define the provisions of this Guaranty.


  


GOVERNING
LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of California without regard to its conflicts of law provisions.


  


CHOICE
OF VENUE. If there Is a lawsuit, Guarantor agrees upon Lender’s request to submit
to the jurisdiction of the courts of Los Angeles County County, State of California.


  


INTEGRATION.
Guarantor further agrees that Guarantor has read and fully understands the terms of this
Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty
fully reflects Guarantor’s intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor
hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender’s attorneys’
fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements
of this paragraph.


  


INTERPRETATION. In
all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used in the plural where the context and construction so require; and where there is more than one
Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words
“Borrower” and “Guarantor” respectively shall mean all and any one or more of them. The words
“Guarantor,” “Borrower,” and Lender” include the heirs, successors, assigns, and transferees of each
of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself
will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or
more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers,
or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed under this Guaranty.


  




    	 



    	 



    

  






	 	COMMERCIAL GUARANTY	 
	 	(Continued)	Page 3
	 	 	 







  


NOTICES.
Any notice required to be given under this Guaranty shall be given in writing, and shall
be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited
with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified
or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change
its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose
of the notice is to change the party’s address. For notice purposes, Guarantor agrees to keep Lender informed at all times
of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice
given by Lender to any Guarantor is deemed to be notice given to all Guarantors.


  


NO WAIVER
BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty unless
such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall
operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this
Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any
of Lender's rights or of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is
required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to
subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion
of Lender.


  


SUCCESSORS
AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor's
interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns.


  


Definitions.
The following capitalized words and terms shall have the following meanings when used in
this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money
of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed
to such terms in the Uniform Commercial Code:


  


BORROWER.
The word “Borrower” means Superior Drilling Products of California, LLC and includes
all co-signers and co-makers signing the Note and all their successors and assigns.


  


GUARANTOR.
The word “Guarantor” means everyone signing this Guaranty, including without limitation
Annette Deuel Meier Trust, and in each case, any signer’s successors and assigns.


 


GUARANTY.
The word “Guaranty” means this guaranty from Guarantor to Lender.


 


INDEBTEDNESS.
The word “Indebtedness” means Borrower's indebtedness to Lender as more particularly
described in this Guaranty.


 


LENDER.
The word “Lender” means US Employment Development Lending Center, LLC, its successors
and assigns.


 


NOTE.
The word “Note” means the promissory note dated April 2, 2012, in the original principal
amount of $461,500.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the promissory note or agreement.


  


RELATED
DOCUMENTS. The words “Related Documents” mean all promissory notes, credit agreements,
loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with
the Indebtedness.


  


EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH
GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT
THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO
FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 2, 2012.


 


GUARANTOR:


 


ANNETTE
DEUEL MEIER TRUST


 


	By:	/s/
    Annette  D. Meier	 	By:	/s/
    Gilbert
    Troy Meier
	 	Annette  D.
    Meier, Trustee of Annette Deuel Meier	 	 	Gilbert
    Troy Meier, Trustee of Annette
	 	Trust	 	 	Trust


 





	




[illegible]


 




    	 



    	 



    

 


COMMERCIAL
GUARANTY


  





	Principal	Loan Date 	Maturity	Loan
    No 	Call
    / Coll	Account	Officer
                                         

                                         CB



	Initials
	References
    in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or
    item. Any item above containing “***” has
    been omitted due to text length limitations.






  


	Borrower:	Superior Drilling
    Products of California, LLC	 	Lender:	US Employment Development Lending Center, LLC




	 	2221 North 3250 West	 	 	1 World Trade Center, Suite
    1870
	 	Vernal, UT 84078	 	 	Long Beach, CA 90831
	 	 	 	 	 
	Guarantor:	Annette D. Meier	 	 	 
	 	2221 N. 3250 West 	 	 	 
	 	Vernal, UT 84078	 	 	 
	 	 	 	 	 


 


GUARANTEE
OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and
unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance
and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance
and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s
remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty
or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender
of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s
obligations under the Note and Related Documents.


 


INDEBTEDNESS.
The word “Indebtedness’’ as used in this Guaranty means all of the principal
amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and
legal expenses related thereto permitted by law, attorneys’ fees, arising from any and all debts, liabilities and obligations
that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related
Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related
Documents.


 


If
Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under
all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate
any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any
such other unterminated guaranties.


 


DURATION
OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity
of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until ail the Indebtedness
shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall
have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not
affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not
affect the liability of any remaining Guarantors under this Guaranty.


 


OBLIGATIONS
OF MARRIED PERSONS. Any married person who signs this Guaranty hereby expressly agrees that
recourse under this Guaranty may be had against both his or her separate property and community property.


 


GUARANTOR'S
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without
lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured
loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to
alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the
Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions
may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty
or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security,
with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more
of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine
how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct
the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations
in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.


 


GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no
representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this
Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power,
right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default
under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court
decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell,
lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets,
or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in
form acceptable to Lender, and all such financial information which currently has been, and all future financial information which
will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial
condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s
financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which
may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made
no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining
from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately
informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this
Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have
no obligation to disclose to Guarantor any information or documents acquired
by Lender in the course of its relationship with Borrower.


 


GUARANTOR'S
FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following:


 


Annual
Statements. As soon as available, but in no event later than ninety (90) days after the
endof each fiscal year, Guarantor's balance
sheet and income statement for the year ended, prepared by Guarantor.


 


Tax
Returns. As soon as available, but in no event later than 15 days after the applicable filing
date for the tax reporting period ended, Guarantor's Federal and other governmental tax returns, prepared by a tax professional
satisfactory to Lender.


 


All
financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent
basis, and certified by Guarantor as being true and correct.


 




    	 



    	 



    





 





	 	COMMERCIAL GUARANTY	 
	 	(Continued)	Page 2
	 	 	 





 


GUARANTOR'S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender
to (A) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other
guarantor or surety of Borrower, or the creation of new or additional indebtedness; (B) proceed against any person, Including Borrower,
before proceeding against Guarantor; (C) proceed against any collateral for the indebtedness, including Borrower's collateral,
before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) give
notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing
such sale; (F) disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety,
or about any action or nonaction of Lender; or (G) pursue any remedy or course of action in Lender's power whatsoever.


 


Guarantor
also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor
or surety or any other person; (I) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J)
the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor
and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law
or otherwise; (L) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (M) any modification
or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other
change in the time payment of the Indebtedness is due and any change in the interest rate.


 


Guarantor
waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or
may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive.


 


Guarantor
waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies,
such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation
and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.


 


Guarantor
waives all rights and defenses that Guarantor may have because Borrower's obligation is secured by real property. This means among
other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged
by Borrower. (O) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower's obligation
may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has
destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have because Borrower's obligation is secured by real property. These rights and defenses include, but
are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure.


 


Guarantor
understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses
to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation,
those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor
acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon
by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent contract between Guarantor
and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all of the indebtedness is paid
in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety,
or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter
held by Lender.


 


Guarantor's
Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers
set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances,
the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.


 


Subordination
of Borrower's Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing
or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether
or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon
any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent
liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation,
or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender
and shall be first applied by Lender to the indebtedness. Guarantor does hereby assign to Lender all claims which it may have or
acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall
be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests,
any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with
a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized,
In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and
to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty.


 


Miscellaneous
Provisions. T he following miscellaneous provisions are a part of this Guaranty:


 


AMENDMENTS.
This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


ATTORNEYS'
FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including
Lender’s attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender
may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement.
Costs and expenses include Lender's attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’
fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may
be directed by the court.


 


CAPTION
HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not
to be used to interpret or define the provisions of this Guaranty.


 


GOVERNING
LAW. This Guaranty will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions.


 


CHOICE
OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender’s request to submit to
the jurisdiction of the courts of Los Angeles County County, State of California.


 




    	 



    	 



    

 





	 	COMMERCIAL GUARANTY	 
	 	(Continued)	Page 3
	 	 	 


 


INTEGRATION.
Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity
to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions
and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless
from all losses, claims, damages, and costs (including Lender’s attorneys' fees) suffered or incurred by Lender as a result
of any breach by Guarantor of the warranties, representations and agreements of this paragraph.


 


INTERPRETATION.
In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one
Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower”
and “Guarantor” respectively shall mean all and any one or more of them. The words “Guarantor,”
“Borrower,” and “Lender” include the heirs, successors, assigns, and transferees of each of them. If a
court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean
that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of
this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of
Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary
for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other
agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed
exercise of such powers shall be guaranteed under this Guaranty.


 


NOTICES.
Any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty
by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s
address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor’s current address. Unless
otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed
to be notice given to all Guarantors.


 


NO
WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty
unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice
or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this
Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of
Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required
under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


SUCCESSORS
AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s
interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns.


 


Definitions.
The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and
terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words
and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:


 


BORROWER.
The word “Borrower” means Superior Drilling Products of California, LLC and indudes all co-signers and co-makers signing
the Note and all their successors and assigns.


 


GAAP.
The word’’GAAP’’means generally accepted accounting principles.


 


GUARANTOR.
The word “Guarantor” means everyone signing this Guaranty, including without limitation Annette D. Meier, and in each
case, any signer’s successors and assigns.


 


GUARANTY.
The word “Guaranty” means this guaranty from Guarantor to Lender.


 


INDEBTEDNESS.
The word “indebtedness” means Borrower's indebtedness to Lender as more particularly described in this Guaranty.


 


LENDER.
The word “Lender’’ means US Employment Development Lending Center, LLC, its successors and assigns.


 


NOTE.
The word “Note” means the promissory note dated April 2, 2012, in the original principal amount of $461,500.00 from Borrower
to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions
for the promissory note or agreement.


 


RELATED
DOCUMENTS. The words “Related Documents’’ mean all promissory notes, credit
agreements. loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds,
collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection
with the indebtedness,


 


EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY
WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED ’’DURATION OF GUARANTY”. NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 2, 2012.


 





	GUARANTOR:	 
	 	 
	X	/s/ Annette D. Meier	 
	 	Annette D. Meier	 




 





	


[illegible]


 




    	 



    	 



    

 


COMMERCIAL GUARANTY


 


	Principal	Loan Date 	Maturity	Loan
    No 	Call
    / Coll	Account	Officer
                                         

                                         CB



	Initials
	References
    in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or
    item. 

Any item above containing “***” has
    been omitted due to text length limitations.



 






	Borrower:	Superior Drilling Products of California, LLC	 	Lender:	US Employment Development Lending Center, LLC
	 	2221 North 3250 West	 	 	1 World Trade Center, Suite 1870
	 	Vernal, UT 84078	 	 	Long Beach, CA 90831
	 	 	 	 	 
	Guarantor:	Gilbert Troy Meier Trust	 	 	 
	 	2221 N. 3250 West Vernal, UT 84078	 	 	 
	 	 	 	 	 


 


GUARANTEE
OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and
unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance
and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance
and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies
against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any
other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the
United Stales of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's
obligations under the Note and Related Documents.


 


INDEBTEDNESS.
The word “Indebtedness” as used in this Guaranty means all of the principal amount outstanding from time to time and
at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted
by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively
or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications,
refinancings, consolidations and substitutions of the Note and Related Documents.


 


If
Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under
all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate
any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any
such other unterminated guaranties.


 


DURATION
OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity
of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness
shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have
been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect
the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the
liability of any remaining Guarantors under this Guaranty.


 


GUARANTOR’S
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice
or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional
secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit
to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or
other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on
the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security
for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect,
and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue,
or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose;
(E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security
and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant
participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.


 


GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations
or agreements of any kind have been made to Guarantor which would limit or qualify In any way the terms of this Guaranty; (B) this
Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority
to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement
or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable
to Guarantor; (E) Guarantor has not and wil not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate,
transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender's
request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial
information which currently has been, and all future financial information which will be provided to Lender is and will be true
and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information
is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial
condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes)
against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower;
and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's
financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which
might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship
with Borrower.


 


GUARANTOR'S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender
to (A) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other
guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any person, including Borrower,
before proceeding against Guarantor; (C) proceed against any collateral for the indebtedness, including Borrower's collateral,
before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) give
notice of the terms, time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing
such sale; (F) disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety,
or about any action or nonaction of Lender; or (G) pursue any remedy or course of action in Lender’s power whatsoever.


 


Guarantor
also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor
or surety or any other person; (I) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J)
the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor
and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law
or otherwise; (L) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (M) any modification
or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other
change in the time payment of the Indebtedness is due and any change in the interest rate.


 




    	 



    	 



    

 





	 	COMMERCIAL GUARANTY	 
	 	(Continued)	Page 2
	 	 	 


 


Guarantor
waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or
may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive.


 


Guarantor
waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies,
such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation
and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.


 


Guarantor
waives all rights and defenses that Guarantor may have because Borrower's obligation is secured by real property. This means among
other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged
by Borrower. (O) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower's obligation
may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has
destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have because Borrower’s obligation is secured by real property. These rights and defenses include,
but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure.


 


Guarantor
understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses
to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation,
those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor
acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon
by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent contract between Guarantor
and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all of the Indebtedness is paid
in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety,
or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter
held by Lender.


 


Guarantor’s
Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers
set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances,
the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.


 


Subordination
of Borrower’s Debts to Guarantor. Guarantor agrees that the Indebtedness, whether
now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower,
whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower,
upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and
consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary
liquidation, or otherwise,the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be
paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which
it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such
assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor
shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and
Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce
its rights under this Guaranty.


 


Miscellaneous
Provisions. The following miscellaneous provisions are a part of this Guaranty:


 


AMENDMENTS.
This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


ATTORNEYS’
FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including
Lender's attorneys' fees and Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender
may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement.
Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys'
fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may
be directed by the court.


 


CAPTION
HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not
to be used to interpret or define the provisions of this Guaranty.


 


GOVERNING
LAW. This Guaranty will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of California without regard to its conflicts of law provisions.


 


CHOICE
OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the
jurisdiction of the courts of Los Angeles County County, State of California.


 


INTEGRATION.
Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity
to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all
losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach
by Guarantor of the warranties, representations and agreements of this paragraph.


 


INTERPRETATION.
In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be
deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower” and “Guarantor”
respectively shall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender”
include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is
not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced.
Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to
be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies,
or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance
upon the professed exercise of such powers shall be guaranteed under this Guaranty.


 




    	 



    	 



    

 





	 	COMMERCIAL GUARANTY	 
	 	(Continued)	Page 3
	 	 	 


 


NOTICES.
Any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty
by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address.
For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided
or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given
to all Guarantors.


 


NO
WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty
unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice
or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this
Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of
Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required
under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


SUCCESSORS
AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s
interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns.


 


Definitions.
The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and
terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words
and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:


 


BORROWER.
The word “Borrower” means Superior Drilling Products of California, LLC and includes all co-signers and co-makers signing
the Note and all their successors and assigns.


 


GUARANTOR.
The word “Guarantor” means everyone signing this Guaranty, including without limitation Gilbert Troy Meier Trust, and
in each case, any signer’s successors and assigns.


 


GUARANTY.
The word “Guaranty” means this guaranty from Guarantor to Lender.


 


INDEBTEDNESS.
The word “Indebtedness” means Borrower's indebtedness to Lender as more particularly described in this Guaranty.


 


LENDER.
The word “Lender” means US Employment Development Lending Center, LLC, its successors and assigns.


 


NOTE.
The word “Note” means the promissory note dated April 2, 2012, in the original
principal amount of $461,500.00 from Borrower to Lender, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement.


 


RELATED
DOCUMENTS. The words “Related Documents” mean all promissory notes, credit agreements,
loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with
the Indebtedness.


 


EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY
WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE
BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 2, 2012.


 


GUARANTOR:


 


	GILBERT TROY MEIER TRUST	 	 
	 	 	 
	By:	/s/ Gilbert Troy Meier	 	By:	/s/ Annettee D. Meier
	 	Gilbert Troy
    Meier, Trustee of Gilbert Troy Meier Trust	 	 	Annette D.
    Meier, Trustee of Gilbert Troy Meier Trust


 





	


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