MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Colorado
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into on the 28th day of January, 2014 (the “Execution Date”), by and among SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company (the “Buyer”), HARD ROCK SOLUTIONS, INC., a Texas corporation (“HRSI”), Hard Rock Solutions, LLC, a Utah limited liability company (the “Company”) and James D. Isenhour, an individual (“Mr. Isenhour” or the “Stockholder”). The Buyer, HRSI, the Company and the Stockholder are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party”.
SD Company, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • California
SD Company, Inc., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of authorized but unissued shares (the “Underwritten Shares”) of Common Stock, no par value per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Texas
This REGISTRATION RIGHTS AGREEMENT (“Agreement”), is entered into as of February , 2014 by and between SD COMPANY, INC., a Utah corporation (the “Company”), and each of the persons listed on Exhibit A (individually and together, the “Investor”).
SECURITY AGREEMENT—PLEDGESecurity Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment
TRONCO ENERGY CORPORATION, 1583 South 1700 East Vernal, Uintah, Utah 84078, hereinafter called "Debtor(s),” ACF PROPERTY MANAGEMENT, INC., c/o 1300 Bristol Avenue, Newport Beach, Orange, California 92658, hereinafter called "Secured Party," and from whom information concerning this security interest may be obtained at the address shown above, agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Texas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), is entered into as of February __, 2014 between SD COMPANY, INC., a Utah corporation (“SDCI”), and SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company (“SDP”, and together with SDCI, the “Companies”) and D4D LLC, a Texas limited liability Company, or its successors, transferees or assigns (the “Investor”).
INTELLECTUAL PROPERTY PROTECTION AGREEMENTProtection Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Colorado
THIS INTELLECTUAL PROPERTY PROTECTION AGREEMENT (the “Protection Agreement”) is made effective as of January 28, 2014 (the “Effective Date”), by and between 3cREAMERS, LLC, a Texas limited liability company (the “3cR”), HARD ROCK SOLUTIONS, INC., a Texas corporation (“HRSI”), HARD ROCK SOLUTIONS, LLC, a Utah limited liability company (the “Company”), SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company (“Superior”), JAMES D. ISENHOUR, an individual (“Isenhour”) and TROY MEIER, an individual (“Meier”). 3cR, HRSI and the Company are sometimes referred to herein as the “Isenhour Companies” or singularly as an “Isenhour Company”. The Isenhour Companies, Superior, Isenhour and Meier are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party”.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2014 between SD Company, Inc., a Utah corporation (the “Company”), and (“Indemnitee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into as of this 31st day of March, 2014 (“Effective Date”), by and between Superior Drilling Products, LLC, a Utah limited liability company (“Assignor”), and SD Company, Inc., a Utah corporation (“Assignee”). All defined terms contained herein share the same meaning as contained in that certain Membership Interest Purchase Agreement dated as of January 28, 2014 by and between Assignor, Hard Rock Solutions, Inc. a Texas corporation, Hard Rock Solutions, LLC, a Colorado limited liability company and James D. Isenhour (“Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
SECURITY AGREEMENT—PLEDGESecurity Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment
TRONCO ENERGY CORPORATION, 1583 South 1700 East Vernal, Uintah, Utah 84078, hereinafter called “Debtor(s),” ACF PROPERTY MANAGEMENT, INC., c/o 1300 Bristol Avenue, Newport Beach, Orange, California 92658, hereinafter called “Secured Party,” and from whom information concerning this security interest may be obtained at the address shown above, agree as follows:
VENDOR AGREEMENTVendor Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Texas
This Vendor Agreement (the "Agreement") is made effective as of the 28 day of October, 2013 ("Effective Date"), by and between Baker Hughes Oilfield Operations, Inc., a California corporation, with a place of business at 9110 Grogans Mill Road, The Woodlands, Texas 77380 ("Baker Hughes") and Superior Drilling Products, LLC, a Utah corporation, with its principal place of business at 1583 South 1700 East, Vernal, Utah 84078 (''Superior'1
No. ________ Issue Date: ___________Stock Purchase Warrant • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
LeaseSD Co Inc • April 7th, 2014 • Oil & gas field machinery & equipment
FIRST LIEN POSITION 504 LOAN POOL GUARANTEE AGREEMENTGuarantee Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment
* Add an attachment to this Agreement listing additional Pool Investors with Tax Identification Numbers for such Pool Investors, and additional signature pages for such Pool Investors, and such attachment is hereby incorporated into this Agreement by reference.
SBA Loan Name Superior Drilling, LLC Guarantor Gilbert Troy Meier Borrower Superior Drilling Products, LLC, Meier Leasing, LLC and Meier Management Company, LLC Lender Proficio Bank Date December 30, 2013 Note Amount $627,000.00SD Co Inc • April 7th, 2014 • Oil & gas field machinery & equipment
Guarantor unconditionally guarantees payment to Lender of all amounts owing under the Note. This Guarantee remains in effect until the Note is paid in full. Guarantor must pay all amounts due under the Note when Lender makes written demand upon Guarantor. Lender is not required to seek payment from any other source before demanding payment from Guarantor.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into as of December 15, 2013 (“Effective Date”) by and between SD COMPANY, INC., a Utah corporation (“Corporation”), the members of SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company (“SDP”) signing below (“SDP Members”), the members of SUPERIOR DESIGN AND FABRICATION, LLC, a Utah limited liability company (“SDF”) signing below (“SDF Members”), the members of EXTREME TECHNOLOGIES, LLC, a Utah limited liability company (“ET”) signing below (“ET Members”), and the members of MEIER LEASING, LLC, a Utah limited liability company (“ML”) signing below (“ML Members”), and the members of MEIER PROPERTY SERIES, LLC, a Utah limited liability company (“MPS”) signing below (“MPS Members”). Together, the SDP Members, the SDF Members, the ET Members, the ML Members, and the MPS Members are referred to in this Agreement as the “Members”.
SECURITY AGREEMENTSecurity Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Texas
THIS SECURITY AGREEMENT (“Security Agreement”) is entered into as of February ____, 2014, by Superior Drilling Products, LLC., a Utah limited liability company (“Debtor”), in favor of D4D LLC, a Texas limited liability company (“Secured Party”).
