5,000,000 Shares Superior Drilling Products, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2016 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • California
Superior Drilling Products, Inc., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 750,000 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.”
Share PURCHASE AGREEMENTShare Purchase Agreement • October 19th, 2021 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • New York
This Share Purchase Agreement (this “Agreement”) is dated as of October 14, 2021, between Superior Drilling Products, Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER by and among DRILLING TOOLS INTERNATIONAL CORPORATION, a Delaware corporation; DTI MERGER SUB I, INC., a Delaware corporation; DTI MERGER SUB II, LLC, a Delaware limited liability company; and SUPERIOR DRILLING PRODUCTS,...Agreement and Plan of Merger • March 7th, 2024 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 6, 2024, by and among Drilling Tools International Corporation, a Delaware corporation (“Parent”); DTI Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub I”); DTI Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Acquisition Sub II”, and together with Acquisition Sub I, the “Acquisition Subs”); and Superior Drilling Products, Inc., a Utah corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Shares Superior Drilling Products, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2014 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • California
Superior Drilling Products, Inc., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) 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 Underwriters 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.”
COMMERCIAL GUARANTYSuperior Drilling Products, Inc. • April 15th, 2015 • Oil & gas field machinery & equipment • Minnesota
LOAN AND SECURITY AGREEMENT SUperior Drilling products, inc., a Utah corporation, SUPERIOR DRILLING SOLUTIONS, LLC, a Utah limited liability company, HARD ROCK SOLUTIONS, LLC, a Utah limited liability company, EXTREME TECHNOLOGIES, LLC, a Utah limited...Loan and Security Agreement • February 22nd, 2019 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 20, 2019, is entered into between AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation (“Lender”), and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation, SUPERIOR DRILLING SOLUTIONS, LLC, a Utah limited liability company, HARD ROCK SOLUTIONS, LLC, a Utah limited liability company, EXTREME TECHNOLOGIES, LLC, a Utah limited liability company, MEIER LEASING, LLC, a Utah limited liability company, and MEIER PROPERTIES, SERIES LLC, a Utah limited liability company (individually and collectively, “Borrower”).
PERSONAL AND CONFIDENTIALPersonal and Confidential • October 19th, 2021 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • New York
BUSINESS LOAN AGREEMENTLoan Agreement • April 15th, 2015 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 7th, 2024 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 6, 2024, by and between Drilling Tools International Corporation, a Delaware corporation (“Parent”), and the persons set forth on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Superior Drilling Products, Inc., a Utah corporation (the “Company”), DTI Merger Sub I, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquisition Sub I”), and DTI Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Acquisition Sub II”).
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”).
SUPERIOR DRILLING PRODUCTS, INC. NonSTATUTORY Stock Option AGREEMENT (Employee, Consultant)Stock Option Agreement • August 14th, 2015 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment
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:
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 12th, 2014 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This STOCK PLEDGE AGREEMENT (the “Agreement”) is entered into by and between MEIER FAMILY HOLDING COMPANY, LLC, a Utah limited liability company (the “Pledgor”), and SUPERIOR DRILLING PRODUCTS, INC. (previously known as SD Company, Inc.), a Utah corporation (the “Company”).
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”.
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”.
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”).
GUARANTYGuaranty • August 17th, 2016 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Maryland
THIS GUARANTY (this “Guaranty”) is made and effective this _____ day of August, 2016, by and from the undersigned individual(s), each having a principal residence address as set forth on the signature page(s) to this Guaranty (individually and collectively, “Guarantor”), to and for the benefit of FEDERAL NATIONAL PAYABLES, INC. doing business as FEDERAL NATIONAL COMMERCIAL CREDIT, a Delaware corporation (“Federal National”), whose principal address is 7315 Wisconsin Ave, Suite 820W, Bethesda, Maryland 20814-3225.
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”).
Shares Superior Drilling Products, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2016 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • California
Superior Drilling Products, Inc., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of _________ authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters 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.”
SECOND AMENDED AND RESTATED LOAN AGREEMENTSecond Amended and Restated Loan Agreement • August 14th, 2017 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This Second Amended and Restated Loan Agreement (the “Agreement”) is made effective as of August 8, 2017 (the “Effective Date”), by and among TRONCO ENERGY CORPORATION, a Delaware corporation (“Borrower” or “Tronco”) and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation or Assigns (the “Lender”).
PROMISSORY NOTESuperior Drilling Products, Inc. • August 2nd, 2023 • Oil & gas field machinery & equipment
FOR VALUE RECEIVED, the undersigned, Superior Drilling Products, Inc., a Utah corporation (“Borrower”), hereby promises to pay to the order of Vast Bank, National Association, a national banking association (“Lender”), on or before July 28, 2028 (the “Term Maturity Date”), the principal amount of One Million Seven Hundred Nineteen Thousand Two Hundred and No/100 Dollars ($1,719,200.00), the amount of the Term Loan made by Lender to Borrower under that certain Loan Agreement of even date herewith between and among Borrower, Lender, and the Guarantors party thereto (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”, capitalized terms used but not defined herein having the meanings assigned to them in the Loan Agreement).
SUPERIOR DRILLING PRODUCTS, INC. NonSTATUTORY Stock Option AGREEMENT (Employee, Consultant)Stock Option Agreement • November 9th, 2018 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment
FIFTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 1st, 2024 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This Fifth Amended and Restated Loan Agreement (the “Agreement”) is made effective as of March 31, 2024 (the “Effective Date”), by and among TRONCO ENERGY CORPORATION, a Delaware corporation (“Borrower” or “Tronco”) and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation or assigns (the “Lender”).
ContractSuperior Drilling Products, Inc. • August 11th, 2016 • Oil & gas field machinery & equipment • Utah
THIS WARRANT and the shares of stock that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an exemption from the registration requirements of the act is available for such offer, sale, pledge, hypothecation, or transfer in the opinion of legal counsel reasonably satisfactory to the company.
SECURITY AGREEMENTSecurity Agreement • April 7th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 10th, 2020 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This Third Amended and Restated Loan Agreement (the “Agreement”) is made effective as of July 6, 2020 (the “Effective Date”), by and among TRONCO ENERGY CORPORATION, a Delaware corporation (“Borrower” or “Tronco”) and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation or Assigns (the “Lender”).
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:
FOURTH AMENDED AND RESTATED LOAN AGREEMENTFourth Amended and Restated Loan Agreement • March 30th, 2023 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Utah
This Fourth Amended and Restated Loan Agreement (the “Agreement”) is made effective as of March 31, 2023 (the “Effective Date”), by and among TRONCO ENERGY CORPORATION, a Delaware corporation (“Borrower” or “Tronco”) and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation or assigns (the “Lender”).
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
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • August 31st, 2016 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Texas
THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (this “Agreement”), made as of this 30th day of August, 2016 to be effective as of the 16th of July, 2016 (the “Effective Date”), is by and between Hard Rock Solutions, LLC, a Utah limited liability company, whose address is 1583 East, 1700 South, Vernal, Utah 84078 (“Supplier”), and Drilling Tools International, Inc., a Louisiana Corporation, whose address is 3701 Briarpark Dr., Suite 150, Houston, TX 77042 (“Distributor”) (Supplier and Distributor being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 2nd, 2020 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 30, 2019, is entered into by and between AUSTIN FINANCIAL SERVICES, INC., a Delaware corporation (“Lender”) and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation, SUPERIOR DRILLING SOLUTIONS, LLC, a Utah limited liability company, HARD ROCK SOLUTIONS, LLC, a Utah limited liability company, EXTREME TECHNOLOGIES, LLC, a Utah limited liability company, MEIER LEASING, LLC, a Utah limited liability company, and MEIER PROPERTIES, SERIES LLC, a Utah limited liability company (individually and collectively, “Borrower”), with reference to the following facts:
loan agreementLoan Agreement • February 27th, 2014 • SD Co Inc • Oil & gas field machinery & equipment • Utah
This Loan Agreement-(this “Agreement”) is made effective as of August 10th 2007 (“Effective Date”), by and between TRONCO ENERGY CORPORATION, a Delaware Corporation (“Borrower” or “Tronco”), PHILCO EXPLORATION, LLC, a Utah Limited Liability Company (“Philco” or “Subsidiary”) and FORTUNA ASSET MANAGEMENT, LLC, a California Limited Liability Company or Assigns (“Lender” or “Fortuna”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 17th, 2016 • Superior Drilling Products, Inc. • Oil & gas field machinery & equipment • Maryland
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Second Amendment”) is entered into as of this 12th day of May, 2016, by and among Superior Drilling Products, Inc., a Utah corporation (“Superior”), Superior Drilling Solutions, LLC, a Utah limited liability company (“Drilling”), Hard Rock Solutions, LLC, a Utah limited liability company (“Hard Rock”), Extreme Technologies, LLC, a Utah limited liability company (“Extreme”, and together with Superior, Drilling and Hard Rock, “Borrower” or “Borrowers”), and FEDERAL NATIONAL PAYABLES, INC., a Delaware corporation doing business as Federal National Commercial Credit (“Lender”).
