Superior Drilling Products, Inc. Sample Contracts

Superior Drilling Products, Inc. – 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 liability company, and MEIER LEASING, LLC, a Utah limited liability company, MEIER PROPERTIES, SERIES LLC, a Utah limited liability company, as “Borrower” (February 22nd, 2019)

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”).

Superior Drilling Products, Inc. – FOURTH AMENDED AND RESTATED PROMISSORY NOTE (November 27th, 2018)

WHEREAS, the Maker (as defined below) previously executed that certain Promissory Note dated May 9, 2014, in the principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,00) for the benefit of the Payee (as defined below) (the “Initial Note”), which was modified and renewed by that certain Second Amended and Restated Promissory Note dated September 28, 2015 in the principal amount of Ten Million Dollars ($10,000,000) for the benefit of Payee and which was further modified and renewed by that certain Third Amended and Restated Promissory Note dated August 10, 2016 in the principal amount of Nine Million Five Hundred Thousand Dollars ($9,500,000) for the benefit of Payee (the “A/R Note”);

Superior Drilling Products, Inc. – NEWS RELEASE (November 16th, 2018)

VERNAL, UT, November 15, 2018 - Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or “Company”), a designer and manufacturer of drilling tool technologies, today announced that it has executed an agreement with a subsidiary of Odfjell Drilling Ltd (OSE: ODL)(“Odfjell”) to launch a Middle East short-term joint market development program around its patented Drill-N-Ream® (“DnR”) well bore conditioning tool.

Superior Drilling Products, Inc. – SUPERIOR DRILLING PRODUCTS, INC. NonSTATUTORY Stock Option AGREEMENT (Employee, Consultant) (November 9th, 2018)
Superior Drilling Products, Inc. – SUPERIOR DRILLING PRODUCTS, INC. AWARD OF RESTRICTED STOCK (November 9th, 2018)

In this Award, Superior Drilling Products, Inc. (the “Company”) grants to [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), Restricted Stock under the Superior Drilling Products, Inc. 2015 Long Term Incentive Plan (“Plan”). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

Superior Drilling Products, Inc. – VENDOR AGREEMENT (May 11th, 2018)

This Vendor Agreement (the “Agreement”) is made effective as of the 1st day of April, 2018 (the “Effective Date”), by and between Baker Hughes Oilfield Operations LLC, a California corporation, with a place of business at 9110 Grogans Mill Road, The Woodlands, Texas 77380 (“Baker Hughes”) and Superior Drilling Solutions, LLC formerly known as Superior Drilling Products, LLC, a Utah corporation, with its principal place of business at 1583 South 1700 East, Vernal, Utah 84078 (“Superior”). Baker Hughes and Superior may be referred to herein collectively as the “Parties” or each singularly as a “Party”.

Superior Drilling Products, Inc. – NEWS RELEASE (March 8th, 2018)

● Tool Revenue was largest growth driver in the quarter and year, up 48% and 93%, respectively; Contract Services revenue nearly doubled in the quarter and tripled in the year

Superior Drilling Products, Inc. – Superior Drilling Products’ 2017 Preliminary Revenue Estimate More Than Double Prior-year Revenue and Exceeds Guidance Also Announces Extension of Supplier Contract and Fourth Quarter 2017 Teleconference (February 15th, 2018)

VERNAL, UT, February 14, 2018 — Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP”or the “Company”), a designer and manufacturer of drilling tool technologies, today announced preliminary unaudited revenue for 2017 of $15.6 million, exceeding its expected range of $15 million to $15.5 million that was raised for the second time in November 2017, and more than doubling 2016 revenue of $7.1 million. Preliminary revenue for the fourth quarter of 2017 ended December 31, 2017, is expected to be approximately $3.7 million, an increase of more than 50% over the prior-year period. Preliminary results are subject to change pending review by the Company’s independent accountants.

Superior Drilling Products, Inc. – Superior Drilling Products, Inc. Announces Joint Market Development Agreement with Weatherford Test program to prove out Drill-N-Ream® value proposition in Middle East market (December 19th, 2017)

VERNAL, UT, December 19, 2017 — Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, announced that it has executed an agreement with Weatherford U.S., L.P. (“Weatherford”) to launch a joint market development program to introduce its patented Drill-N-Ream® (“DnR”) well bore conditioning tool in the Middle East.

Superior Drilling Products, Inc. – © 2017 Superior Drilling Products Third Quarter 2017 Financial Results Conference Call November 9, 2017 NYSE American: SDPI © 2017 Superior Drilling Products 2 Safe Harbor Statement These slides and the accompanying oral presentation contain “forward - looking statements” within the meaning of the safe harbor p rovisions, 15 U.S.C. † 78u - 5, of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in these slides and the accompanying oral presentation, regarding our strategy, future operations, financial position, estimated re (November 9th, 2017)
Superior Drilling Products, Inc. – SECOND AMENDED AND RESTATED PROMISSORY NOTE (August 14th, 2017)

WHEREAS, Maker (as defined below) previously executed that certain Promissory Note dated May 30, 2014 (the “Initial Note”), which Initial Note was amended and restated on December 31, 2015, in the principal amount of Eight Million Two Hundred Ninety-Six Thousand Seven Hundred Seventeen and 22/100 Dollars ($8,296,717.22) for the benefit of Lender (as defined below) (the “Amended and Restated Note”);

Superior Drilling Products, Inc. – NEWS RELEASE (August 14th, 2017)

VERNAL, UT, August 11, 2017 — Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today reported financial results for the second quarter ended June 30, 2017.

Superior Drilling Products, Inc. – SECOND AMENDED AND RESTATED LOAN AGREEMENT (August 14th, 2017)

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”).

Superior Drilling Products, Inc. – NEWS RELEASE (March 10th, 2017)

VERNAL, UT, March 10, 2017 — Superior Drilling Products, Inc. (NYSE MKT: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today reported financial results for the fourth quarter and full year ended December 31, 2016.

Superior Drilling Products, Inc. – TERMINATION OF REAL PROPERTY LEASE (February 14th, 2017)

THIS TERMINATION OF REAL PROPERTY LEASE (this “Termination”) is executed effective as of the 9th day of February 2017, by and between Meier Properties, Series LLC, a Utah limited liability company (“Lessor”), and Superior Auto Body and Paint, LLC, a Utah limited liability company (“Lessee”). This Termination shall terminate that certain Lease dated effective May 25, 2012 by and between Lessor and Lessee (the “Lease”) covering that certain land and improvements thereon located at 3978 West 12600 South, Riverton, Utah 84065 (the “Property”).

Superior Drilling Products, Inc. – NEWS RELEASE (February 14th, 2017)

VERNAL, UT, February 14, 2017 — Superior Drilling Products, Inc. (NYSE MKT: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today announced preliminary unaudited revenue for the fourth quarter of 2016, which ended December 31, 2016. The Company plans to report its fourth quarter and full year financial results for 2016 on March 10, 2017.

Superior Drilling Products, Inc. – 5,000,000 Shares Superior Drilling Products, Inc. Common Stock UNDERWRITING AGREEMENT (September 30th, 2016)
Superior Drilling Products, Inc. – NEWS RELEASE (September 7th, 2016)

VERNAL, UT, September 7, 2016 — Superior Drilling Products, Inc. (NYSE MKT: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, announced today the launch of an underwritten public offering of 5,000,000 shares of its common stock, subject to market and other conditions. The underwriters will have an option to purchase up to an additional 750,000 shares of common stock from the Company. All of the shares to be sold in this offering will be sold by the Company.

Superior Drilling Products, Inc. – AMENDED AND RESTATED DISTRIBUTION AGREEMENT (August 31st, 2016)

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”).

Superior Drilling Products, Inc. – _______________ Shares Superior Drilling Products, Inc. Common Stock UNDERWRITING AGREEMENT (August 17th, 2016)
Superior Drilling Products, Inc. – MODIFICATION, CONSENT AND FORBEARANCE AGREEMENT (August 17th, 2016)

This Modification, Consent and Forbearance Agreement (“Agreement”) is entered into as of this 16th day of August, 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”).

Superior Drilling Products, Inc. – GUARANTY (August 17th, 2016)

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.

Superior Drilling Products, Inc. – THIRD AMENDED AND RESTATED PROMISSORY NOTE $9,500,000.00 August 10, 2016 (August 11th, 2016)

WHEREAS, the Maker (as defined below) previously executed that certain Promissory Note dated May 9, 2014, in the principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,00) for the benefit of the Payee (as defined below) (the “Initial Note”) which was modified and renewed by that certain Second Amended and Restated Promissory Note dated September 28, 2015 in the principal amount of Ten Million Dollars ($10,000,000) for the the benefit of Payee (the A/R Note:);

Superior Drilling Products, Inc. – Contract (August 11th, 2016)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Superior Drilling Products, Inc. – Contract (August 11th, 2016)

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.

Superior Drilling Products, Inc. – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 17th, 2016)

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”).

Superior Drilling Products, Inc. – Superior Drilling Products Inc. and Drilling Tools International, Inc. Announce Exclusive Distribution Agreement for Drill-N-Ream® Well Bore Conditioning System (May 13th, 2016)

VERNAL, UT and HOUSTON, TX, May 13, 2016 — Superior Drilling Products, Inc. (NYSE MKT: SDPI) (“SDP”), a designer and manufacturer of drilling tool technologies, and Drilling Tools International, Inc. (“DTI”) announced today the execution of a distribution agreement, establishing DTI as the exclusive distributor of SDP’s patented Drill-N-Ream® well bore conditioning system in North American onshore and offshore markets, excluding the Rocky Mountain region. The Drill-N-Ream is a unique reaming assembly technology that both widens and conditions the well bore during the drilling process, eliminating the requirement for a dedicated reaming run.

Superior Drilling Products, Inc. – DISTRIBUTION AGREEMENT (May 13th, 2016)

THIS DISTRIBUTION AGREEMENT (this “Agreement”), made effective as of May 12, 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”).

Superior Drilling Products, Inc. – AMENDMENT TO LOAN AND SECURITY AGREEMENT (March 30th, 2016)

This AMENDMENT (“Amendment”) to that certain Loan and Security Agreement is entered into as of this 28th day of March, 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”).

Superior Drilling Products, Inc. – NEWS RELEASE (March 14th, 2016)

VERNAL, UT, March 11, 2016 — Superior Drilling Products, Inc. (NYSE MKT: SDPI) (“SDP” or the “Company”), a provider of drilling products for the oil, natural gas and mining services industries, today reported financial results for the fourth quarter and full year ended December 31, 2015.

Superior Drilling Products, Inc. – SUPERIOR DRILLING PRODUCTS, INC. NonSTATUTORY Stock Option AGREEMENT (Employee, Director, Consultant) (March 10th, 2016)
Superior Drilling Products, Inc. – LOAN AND SECURITY AGREEMENT (March 10th, 2016)

THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of March 8, 2016, 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”).

Superior Drilling Products, Inc. – Superior Drilling Products, Inc. Completes New Credit Agreement Also announces stock options for salary program All directors, executive management and eligible employees elect to opt in (March 10th, 2016)

VERNAL, UT, March 8, 2016 — Superior Drilling Products, Inc. (NYSE MKT: SDPI) (“SDP” or the “Company”), a provider of drilling products for the oil, natural gas and mining services industries, announced today the completion of a new $3 million credit facility which is comprised of a two year, $2.5 million accounts receivable revolving credit facility and a $0.5 million, asset-based term loan amortized over five years. The Company can subsequently request evaluation by the lender for a prospective inventory loan to be effective as early as six months after closing.

Superior Drilling Products, Inc. – TERM PROMISSORY NOTE (March 10th, 2016)

This Note is the Term Note defined and referenced in that certain Loan and Security Agreement, dated of even date herewith, between Debtor and Payee, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced (herein referred to as the “Credit Agreement”), and evidences the Term Loan under the Credit Agreement.

Superior Drilling Products, Inc. – SUBORDINATION AGREEMENT (March 10th, 2016)

THIS SUBORDINATION AGREEMENT (“Agreement”) is entered into as of March 8, 2016, 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”), FEDERAL NATIONAL PAYABLES, INC., a Delaware corporation doing business as Federal National Commercial Credit (“Lender”) and the noteholder whose name and address is set forth on the signature page to this Agreement (hereinafter collectively called “Noteholder”).