Exhibit 10.57







 





CONFIRMATION OF GUARANTIES


 


This CONFIRMATION OF GUARANTIES
(“Agreement”) is entered into by and between G. TROY MEIER, ANNETTE MEIER, the GILBERT TROY MEIER TRUST,
and the ANNETTE DEUEL MEIER TRUST (collectively, the “Guarantors”), and SUPERIOR DRILLING PRODUCTS, INC.
(“Company”).


 


BACKGROUND


 


A.                
The Company is purchasing the Second Amended and Restated Promissory Note of TRONCO ENERGY CORPORATION (“Tronco”)
in favor of ACF PROPERTY MANAGEMENT, INC. (“Original Lender”), dated effective as of January 1, 2014
(“Tronco Loan”) from the Original Lender (“Loan Purchase”).


 


B.                
The collateral for the Tronco Loan includes a Guaranty Agreement from each of the Guarantors, each dated June 15, 2009 (the
“Guaranties”).


 


C.                
 This Agreement is being entered into by the Guarantors to ratify, confirm and agree that the Guaranties will continue to
be binding upon them, and fully enforceable by the Company, after the Loan Purchase.


 


D.                
In connection with the Loan Purchase, the Guarantors desire to ratify and confirm the legal, valid and binding effects of
the Guaranties, in accordance with the terms of this Agreement, effective as of the date that the Company purchases the Tronco
Loan from the Original Lender (the “Effective Date”).


 


AGREEMENT


 


1.                 
Confirmation. The Guarantors hereby jointly and severally ratify and confirm that (a) the Guaranties are, and after
the Loan Purchase will remain, in full force and effect until the Tronco Loan has been paid in full, (b) they are liable under
the Guaranties and this Agreement in accordance with their terms, and (c) they have no defenses or offsets to the obligations under
the Guaranties or this Agreement.


 


2.                 
Agreement to be Bound. The Guarantors hereby jointly and severally agree to be bound by the any decision made by
the independent members of the Company’s Board of Directors with respect to any enforcement of the Guaranties by the Company
upon a default under any of the Guaranties, after written notice and at least 30 days in which to cure such default (an “Independent
Board Decision”). In addition, Troy Meier and Annette Meier (together, the “Meiers”) agree
that they will not use their control of Meier Management Company, LLC, and Meier Family Holding Company, LLC, the Company’s
controlling shareholders, to cause those entities to vote their shares in the Company (a) to over-rule or change any Independent
Board Decision, or (b) to replace the independent members of the Company’s Board of Directors for the purpose of over-ruling
or change any Independent Board Decision.


 


2.                 
No Implied Modification or Waiver.
Except as specifically agreed to in this Agreement, nothing contained Loan Purchase documents or in this Agreement will be construed
as modifying, releasing, altering or affecting the Guaranties, or the rights, benefits, duties or obligations of the Guarantors
under the Guaranties.


 


Signature Page Follows


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the
parties hereto have executed this Confirmation of Guaranties effective as of the Effective Date.


 


 


	 	GUARANTORS:
	 	 	 
	 	 	 
	 	/s/ G. Troy Meier
	 	G. TROY MEIER
	 	 	 
	 	 	 
	 	/s/ Annette Deuel Meier
	 	ANNETTE  DEUEL MEIER
	 	 	 
	 	 	 
	 	GILBERT TROY MEIER TRUST
	 	 	 
	 	By: 	/s/ G. Troy Meier
	 	 	Gilbert Troy Meier, Trustee
	 	 	 
	 	 	 
	 	ANNETTE DEUEL MEIER TRUST
	 	 	 
	 	By:	/s/ Annette Deuel Meier
	 	 	Annette Deuel Meier, Trustee


  


ACCEPTED:


 


SUPERIOR DRILLING PRODUCTS, INC.


 


 


	By: 	/s/ Christopher Cashion	 	 
	 	Christopher Cashion	 	 
	 	Chief Financial Officer	 	 


 








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