Exhibit 10.1

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.

PROMISSORY NOTE

For value received Superior Drilling Products, Inc. , a Utah corporation (“ Company ”), promises to pay to the undersigned holder or such party’s assigns (“ Holder ”) the principal amount set forth above with respect to this promissory note (the “ Note ”) with simple interest on the outstanding principal amount at the rate of 8% per annum. Interest shall commence with the date hereof and shall continue on the outstanding principal until paid in full. Accrued interest shall be payable in arrears on the last day of each month. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. Subject to Sections 1(b) and 1(c) below, all unpaid interest and principal shall be due and payable upon request of the Holder on or after February 5, 2017 (the “ Maturity Date ”). Notwithstanding anything to the contrary in this Note the Company may elect, at its sole option and by written notice to the Holder on or prior to the Maturity Date, to extend the Maturity Date for an additional three months through the nine month anniversary of the date of this Note.

1.                   Basic Terms .

(a)                Payments . All payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied first to accrued interest, and thereafter to principal. Any amounts repaid by the Company may not be reborrowed.

(b)                Prepayments . The Company may prepay the outstanding principal under this Note, in whole or in part, prior to the Maturity Date. In the event that the indebtedness under this Note is repaid or prepaid in full or accelerated in accordance with the terms of this Note, in either case, prior to the Maturity Date, the Company shall pay to the Holder on such date, the greater of (i) $40,000 and (ii) the amount of the unpaid accrued interest then due and owing on the outstanding principal amount (the “ Prepayment Penalty Amount ”); provided, however, the Prepayment Penalty Amount shall be reduced by any and all interest payments made by the Company to the Holder prior to such date.

(c)                 Equity Penalty . In the event that the Company fails to repay or prepay in full the indebtedness under this Note on or before the Maturity Date, the Company shall deliver to the Holder on the first business day following the Maturity Date restricted shares of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), in an aggregate amount representing 200% of the principal amount of this Note outstanding at the Maturity Date, based on a per share price equal to the 30-day volume weighted average trading price of the Common Stock on the NYSE MKT calculated as of the Maturity Date (the “ Equity Penalty ”). Issuance of the shares of Common Stock pursuant to the Equity Penalty shall constitute full satisfaction of all amounts of principal and interest then due and owing by the Company to the Holder under this Note. The Company acknowledges and agrees that in the event that the Equity Penalty is triggered, the Company shall file, within 60 days of the Maturity Date, a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares of Common Stock issued to the Holder as part of the Equity Penalty.

2.                   Repayment .

(a)                Repayment upon a Qualified Financing . In the event that the Company (i) consummates the issuance and sale of equity or debt securities to investors on or before the Maturity Date with total proceeds to the Company of not less than $2,000,000 (in either case, a “ Qualified Financing ”), then the Company shall repay the Holder in full in cash in an amount equal to the aggregate outstanding principal amount of this Note plus any unpaid accrued interest on the original principal concurrent with the closing of the Qualified Financing.

(b)                Change of Control . If the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the, subject to Section 1(c) above, the Company shall repay the Holder in full in cash in an aggregate amount equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal. For purposes of this Note, a “ Change of Control ” means (i) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company immediately prior to such consolidation, merger or reorganization, continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) the sale or transfer of all or substantially all of the Company’s assets, or the exclusive license of all or substantially all of the Company’s material intellectual property; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor, indebtedness of the Company is cancelled, or converted or a combination thereof. The Company shall give the Holder notice of a Change of Control not less than 5 days prior to the anticipated date of consummation of the Change of Control.

(c)                 Interest Accrual . If a Change of Control or Qualified Financing is consummated, all interest on this Note shall be deemed to have stopped accruing as of 10 days prior to the signing of the definitive agreement for the Change of Control or Qualified Financing.

3.                   Representations and Warranties .

(a)                Representations and Warranties of the Company . The Company hereby represents and warrants to the Holder as of the date the first Note was issued as follows:

(i)                  Organization, Good Standing and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(ii)                Corporate Power . The Company has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The Company’s Board of Directors (the “ Board ”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

(iii)              Authorization . All corporate action on the part of the Company, the Board and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

(iv)              Governmental Consents . All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Company in connection with issuance of this Note has been obtained.

(v)                Compliance with Laws . To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company.

(vi)              Compliance with Other Instruments . The Company is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a material adverse effect on the Company. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.

(vii)            Use of Proceeds . The Company shall use the proceeds of this Note solely for the operations of its business (including, without limitation, for working capital purposes, payment of accounts payable and payment of other indebtedness), and not for any personal, family or household purpose.

4.                   Events of Default.

(a)                Upon the occurrence and continuance of an Event of Default (as defined below), at the option of the Holder and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this Note shall accelerate and all outstanding principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “ Event of Default ”:

(i)                  The Company fails to pay timely (x) any of the principal amount due under this Note on the date the same becomes due and payable or (y) any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable and such failure shall continue unremedied for a period of three business days;

(ii)                The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

(iii)              An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).

(b)                The Company shall pay all reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting this Note.

5.                   Miscellaneous Provisions.

(a)                Waivers. To the extent permitted by applicable law, the Company hereby waives demand, notice, presentment, protest and notice of dishonor.

(b)                Further Assurances . The Holder agrees and covenants that at any time and from time to time the Holder will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Note and to comply with state or federal securities laws or other regulatory approvals.

(c)                 Transfers of Notes . This Note may be transferred only with the prior written consent of the Company.

(d)                Market Standoff . The Holder hereby agrees that the Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any shares of Common Stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the 180-day period following the effective date of the initial public offering of the Company (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation). The Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities of the Company), the Holder shall provide, within 10 days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Act. The obligations described in this paragraph shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities of the Company) until the end of such period. The Holder agrees that any transferee of any of the Securities (or other securities of the Company) held by the Holder shall be bound by this paragraph. The underwriters of the Company’s stock are intended third-party beneficiaries of this paragraph and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

(e)                 Amendment and Waiver . Any term of this Note may be amended or waived with the written consent of Company and the Holder. Upon the effectuation of such waiver or amendment in conformance with this paragraph, the Company shall promptly give written notice thereof to the Holder if the Holder has not previously consented to such amendment or waiver in writing.

(f)                  Governing Law . This Note shall be governed by and construed under the laws of the State of Utah, as applied to agreements among Utah residents, made and to be performed entirely within the State of Utah, without giving effect to conflicts of laws principles.

(g)                Binding Agreement . The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.

(h)                Counterparts . This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Note may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 ( e.g. , www.docusign.com).

(i)                  Titles and Subtitles . The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

(j)                  Notices . All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications to a party shall be sent to the party’s address set forth on the signature page hereto or at such other address(es) as such party may designate by 10 days advance written notice to the other party hereto. A copy of any notice to the Company shall be sent to Superior Drilling Products, Inc., Attention: Chris Cashion:, 1583 South 1700 East, Vernal, Utah 84078, e-mail: chrisc@teamsdp.com.

(k)                Expenses . The Company and the Holder shall each bear its respective expenses and legal fees incurred with respect to the negotiation, execution and delivery of this Note and the transactions contemplated herein.

(l)                  Delays or Omissions . It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holder, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or conditions of this Note, must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be cumulative and not alternative. This Note shall be void and of no force or effect in the event that the Holder fails to remit the full principal amount to the Company within five calendar days of the date of this Note.

(m)              Entire Agreement . This Note constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

(n)                Exculpation among Holder . The Holder acknowledges that the Holder is not relying on any person, firm or corporation, other than the Company and its officers and Board members, in making its investment or decision to invest in the Company.

(o)                Negative Pledge . Until the payment in full of the indebtedness under this Note, the Company will not grant, convey, create or impose any lien or security interest on any of its real or personal property; provided , however , that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (i) the Company’s loan documents with its creditors existing as of the date of this Note, including, without limitation the liens and security interests granted by the Company to secure the Senior Indebtedness (as defined below), (ii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and (iii) applicable law.

(p)                Senior Indebtedness . The indebtedness evidenced by this Note is subordinated in right of payment to the prior payment in full of any Senior Indebtedness in existence on the date of this Note or hereafter incurred. “ Senior Indebtedness ” shall mean, unless expressly subordinated to or made on a parity with the amounts due under this Note, all amounts due in connection with (i) indebtedness of the Company to banks or other lending institutions regularly engaged in the business of lending money (excluding venture capital, investment banking or similar institutions and their affiliates, which sometimes engage in lending activities but which are primarily engaged in investments in equity securities), and (ii) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor.

(q)                Broker’s Fees . Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly or indirectly in connection with the transactions contemplated herein, other than fees and commissions which will be paid by the Company to Roth Capital Partners, LLC. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 5(r) being untrue.

[Signature pages follow]

In Witness Whereof, the parties have executed this Promissory Note .

SIGNATURE PAGE TO

SUPERIOR DRILLING PRODUCTS, INC.

PROMISSORY NOTE

In Witness Whereof, the parties have executed this Promissory Note .

SIGNATURE PAGE TO

SUPERIOR DRILLING PRODUCTS, INC.

PROMISSORY NOTE

Exhibit 10.2

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.

COMMON STOCK WARRANT

Warrant No. CS-2016-01

Date of Issuance: August 5, 2016

Superior Drilling Products, Inc., a Utah corporation (the “ Company ”), for valid consideration received, hereby certifies that Donald A. Foss as Trustee of the Donald A. Foss Trust, dated June 16, 1981, as amended and restated, or its registered assigns (in each case “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company, prior to termination as provided in Section 5 hereof, up to 250,000 shares of Common Stock with an exercise price per share of Common Stock equal $1.38 (this “ Warrant ”). The shares purchasable upon exercise of this Warrant, and the purchase price per share as described in this paragraph, each as adjusted from time to time pursuant to the terms of this Warrant, are hereinafter referred to as the “ Warrant Stock ” and the “ Purchase Price ,” respectively.

1.       Exercise .

A.      This Warrant may be exercised by Holder in whole or in part prior to termination as provided in Section 5 hereof, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A completed in accordance with the instructions thereto and duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full by cash, check or wire transfer of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise.

B.      The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(A) above or 1(C) below, as applicable. If Holder exercises this Warrant in connection with a Change of Control Transaction (as defined in Section 5 below), Holder may designate that the exercise date be deemed the closing date of such Change of Control Transaction, and conditional upon the occurrence of such event. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise shall be deemed to have become Holder or holders of record of the Warrant Stock represented by such certificates.

C.      Net Issue Exercise.

                                                                             (i)             In lieu of exercising this Warrant in the manner provided above in Section 1(A), Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrendering this Warrant, with the purchase form appended hereto as Exhibit A completed in accordance with the instructions thereto and duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, in which event the Company shall issue to Holder a number of shares of Warrant Stock computed using the following formula:

X = Y (A - B)

             A

Where                    X = The number of shares of Warrant Stock to be issued to Holder pursuant to this net exercise.

Y = The number of shares of Warrant Stock in respect of which the net issue election is made (at the date of such calculation).

A = The fair market value of one share of Warrant Stock (at the date of such calculation).

B = The Purchase Price (as adjusted to the date of such calculation).

                                                                           (ii)             For purposes of this Section 1(C), “ fair market value ” of a share of Warrant Stock as of a particular date (the “ Determination Date ”) shall mean (A) the average of the closing price of a share of the Warrant Stock of the Company on the last twenty (20) trading days prior to the Determination Date reported on the NYSE MKT (the “ Exchange ”) as reported in The Wall Street Journal , or (B) if shares of Warrant Stock are not traded on the Exchange but trade in the over-the-counter market and such shares are quoted on the OTC Bulletin Board (the “ OTCBB ”), (I) the average of the last sales prices reported on the OTCBB or (II) if such shares are an issue for which last sale prices are not reported on the OTCBB, the average of the closing bid and ask prices, in each case on the last twenty (20) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported at www.otcbb.com; or (C) if the shares of Warrant Stock are neither traded on an exchange or in the over-the-counter market, then as determined in good faith by the board of directors of the Company.

D.      As soon as practicable after the exercise of this Warrant, the Company shall cause to be issued in the name of, and delivered to, Holder, or as such Holder may direct, a certificate or certificates for the number of shares of Warrant Stock to which such Holder shall be entitled. Issuance of certificates pursuant to this Section 1(D) shall be made without charge to Holder for any issue or transfer tax or other incidental expenses in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company.

E.       Each certificate for Warrant Stock or for any other security issued or issuable upon exercise of this Warrant shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”). SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.”

F.       The Company covenants that the Warrant Stock, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

2.       Adjustments .

A.      The exercise price per share of Common Stock of this Warrant shall automatically be adjusted to equal the per share offering price of Common Stock in the first Qualified Financing completed following the date of this Warrant. “Qualified Financing” means a sale of Common Stock to investors on or before February 5, 2017, with total proceeds to the Company of not less than $2,000,000. For the avoidance of doubt, the Promissory Note issued to the Holder of even date herewith and any securities issued pursuant thereto shall not count toward a Qualified Financing.

B.      If outstanding shares of Common Stock shall be subdivided into a greater number of shares or a stock dividend shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend, as the case may be, shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares of Warrant Stock issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. Any adjustment under this Section 2(B) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

C.      In case of any reclassification, change or conversion of securities of the Company of the class issuable upon the exercise of this Warrant or in case of any reorganization of the Company on or after the date hereof, other than upon a Change of Control Transaction and other than as a result of a subdivision, combination or stock dividend provided for in Section 2(B) above, then and in each such case Holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, conversion or reorganization shall be entitled to receive (and upon written request, the Company shall provide Holder duly executed documents evidencing the same), in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, at an aggregate exercise price not more than that payable upon the exercise if this Warrant prior to such consummation, all subject to further adjustment as provided in Section 2(B) above; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

D.      Whenever the Purchase Price or the number of shares of Warrant Stock purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the Company shall promptly give written notice thereof to Holder in the form of a certificate, signed by the chief executive officer and the executive officer responsible for the creation of such certificate, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Purchase Price and the number of shares of Warrant Stock purchasable hereunder after giving effect to such adjustment. Such certificate shall be delivered to Holder within thirty (30) days of such adjustment, in accordance with Section 9 hereof.

3.       Transfers . Each Holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Act, and agrees not to offer for sale, sell, pledge, distribute, transfer or otherwise dispose of this Warrant and agrees not to offer for sale, sell, pledge, distribute, transfer or otherwise dispose of any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant and the Warrant Stock and registration or qualification of under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required; provided , however , that no opinion need be obtained with respect to a transfer to (A) a partner or member, active or retired, of Holder, (B) the estate of any such partner or member, (C) an “affiliate” of Holder as that term is defined in Rule 405 promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) under the Act, or (D) the spouse, children, grandchildren or spouse of such children or grandchildren of Holder or to trusts for the benefit of Holder or such persons, in each case if the transferee agrees to be subject to the terms hereof. Notwithstanding the foregoing, any transferee receiving shares that (A) have been registered under the Act or (B) are resaleable under Rule 144 promulgated under the Act shall not be required to agree in writing to be subject to the terms of this Section 3.

4.       No Impairment . The Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of Holder of this Warrant against impairment.

5.       Termination .

A.      This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest of: (i) August 8, 2021 (the “ Expiration Date ”), and (ii) the closing of a liquidation, dissolution or winding up of the Company. For purposes of this Warrant, each of the following transactions shall be deemed to be a liquidation, dissolution or winding up of the Company: (i) a sale, exclusive lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or (ii) any reorganization, consolidation, merger, stock sale, reorganization or similar transaction in which the Company is a constituent corporation or is a party if, as a result of such transaction, the voting securities of the Company that are outstanding immediately prior to such transaction do not represent, or are not converted into, securities of the resulting or surviving corporation that together represent a majority of the voting power of the surviving or resulting corporation in such a transaction (a “ Change of Control Transaction ”).

B.      This Warrant shall be deemed to be exercised automatically in full pursuant to the provisions of Section 1(C) hereof, without any further action on behalf of Holder, immediately prior to the time this Warrant would otherwise terminate pursuant to Section 5(A) above.

6.       Notices of Certain Transactions .

A.                  In the event:

                                                                             (i)             that the Company takes a record of Holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;

                                                                           (ii)             that the Company makes any amendment to the Company’s articles of incorporation;

                                                                         (iii)             of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another corporation, or any other transaction or series of related transactions pursuant to which the Company’s stockholders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or

                                                                         (iv)             of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will mail or cause to be mailed to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current articles of incorporation, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

B.      The Company shall mail or cause to be mailed to the Holder, by certified mail, return receipt requested, notice of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.

7.       Reservation of Stock . The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant and conversion of the Warrant Stock. The Company covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid (assuming payment of the exercise price by Holder) and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company will take all such action as may be reasonably necessary to assure that such shares of Warrant Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the securities of the Company may be listed; provided , however , that the Company shall not be required to effect a registration under Federal or state securities laws with respect to such exercise.

8.       Exchange of Warrants . Upon the surrender by Holder of any Warrant, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at Holder’s expense, a new Warrant of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock called for on the face or faces of the Warrant so surrendered.

9.       Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor at Holder’s expense.

10.   Notices . All notices and other communications required or permitted hereunder shall be in writing and delivered, mailed or transmitted by any standard form of telecommunication. Notices and other communications to Holder shall be directed to it at its address set forth on the signature page hereto; and notices and other communications to the Company shall be directed to it at its address set forth on the signature page hereto; or as to each party, at such other address as shall be designated by such party in a written notice to the other party pursuant hereto. Any such notice or other communication shall be deemed to have been duly given (a) when sent by Federal Express or other overnight delivery service of recognized standing, on the business day following deposit with such service; (b) when mailed by registered or certified mail, first class postage prepaid and addressed as aforesaid through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when telecopied, upon confirmation of receipt. Any party hereto may by notice so given change its address for future notice hereunder.

11.   No Rights as Stockholder . Until the exercise of this Warrant, Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Without limiting the generality of the foregoing, and except as otherwise provided in Section 2 hereof, no dividends shall accrue to the shares of Warrant Stock underlying this Warrant until the exercise hereof and the purchase of the underlying shares of Warrant Stock, at which point dividends shall begin to accrue with respect to such purchased shares of Warrant Stock from and after the date such shares of Warrant Stock are so purchased. Nothing in this Section 11 shall limit the right of Holder to be provided the notices required to be provided pursuant to the terms of this Warrant.

12.   No Fractional Shares . No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the purchase price per share of Warrant Stock.

13.   Headings . The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

14.   Governing Law . This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Utah, without application of conflicts of law principles thereunder.

15.   Amendment or Waiver. Any provision of this Warrant may be amended, waived or modified (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) only by an instrument in writing signed by the Company and Holder. Any amendment, waiver or modification effected in accordance with this Section 15 shall be binding upon Holder, each future holder of the Warrant or the Warrant Stock and the Company.

16.   Sundays and Holidays . This Warrant shall be exercisable as provided for herein, except that in the event that the expiration date of this Warrant shall fall on a Saturday, Sunday and/or and United States federally recognized Holiday, the expiration date for this Warrant shall be extended to 5:00 p.m. Pacific time on the business day following such Saturday, Sunday or recognized Holiday.

17.   Successor and Assigns . The terms and provisions of this Warrant and the Purchase Agreement shall incur to the benefit of, and be binding upon, the Company and each Holder hereof and their respective permitted successors and assigns.

18.   Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant the adjudicating party may in its discretion order that the non-prevailing party, as determined by such adjudicating party, reimburse the prevailing party for reasonable attorney’s fees and costs in addition to any other relief to which such prevailing party may be entitled.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the Company has caused this Warrant to be signed by its duly authorized officer as of the date first written above.

By its counter-signature below, Holder hereby agrees to the foregoing terms and conditions set forth in this Warrant.

[Signature Page to Common Stock Warrant]

EXHIBIT A

PURCHASE FORM

(2)             Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

(3)                The undersigned represents that the aforesaid shares of Warrant Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares except in compliance with applicable securities laws.

Exhibit 10.3

THIRD AMENDED AND RESTATED PROMISSORY NOTE

$9,500,000.00                August 10, 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:);

WHEREAS, the Maker made a principal payment to Payee in the amount of Five Hundred Thousand ($500,000) plus all accrued interest on January 15, 2016 and an accrued interest payment on August 5, 2016 (accrued from January 15, 2016-August 5, 2016) and

WHEREAS, the Maker and the Payee desire to amend and restate the A/R Note to, among other things, change the principal amount and the repayment schedule

NOW, THEREFORE, for and in consideration of the foregoing, this Promissory Note is executed and delivered to read as follows:

FOR VALUE RECEIVED, the undersigned, HARD ROCK SOLUTIONS, LLC, a Utah limited liability company with its principal place of business at 2221 N. 3250 W. Vernal, Utah 84078 and SUPERIOR DRILLING SOLUTIONS, LLC, f/k/a Superior Drilling Products, LLC, a Utah limited liability company with its principal place of business at 2221 N. 3250 W. Vernal, Utah 84078, (hereinafter collectively the “Maker”), hereby promise to pay to the order of WMAFC, INC, f/k/a HARD ROCK SOLUTIONS, INC., a Texas corporation with its principal place of business at 7507 County Road 72, Windsor, Colorado 80550 (the “ Payee ”), the principal sum of Nine Million Five Hundred Thousand and No/00 Dollars ($9,500,000.00) together with interest on the outstanding balance of the principal sum at the rates and commencing at the times and pursuant to the terms hereinafter provided until this promissory note (“ Promissory Note ”) is paid in full.

1. Terms . Capitalized terms used herein without definition have the meanings ascribed to them in that certain Membership Interest Purchase Agreement dated January 28, 2014 by and between Maker, Payee and James D. Isenhour, an individual (the “Purchase Agreement”).

2. Principal and Interest. This Promissory Note shall bear interest from the date hereof until January 15, 2020 (the “Maturity Date”) at a fixed interest rate equal to 5.75% per annum (for the actual number of days occurring in the period for which interest is payable) (“Fixed Rate”). All accrued and unpaid interest on this Promissory Note shall be due and payable by Maker to Payee as follows:

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(i) subject to the succeeding paragraph, commencing on October 15, 2016, a principal payment of $1,500,000.00 plus accrued interest at the Fixed Rate in effect for the period (herein , the “ October 15, 2016 Payment ”);

(ii) commencing on January 15, 2017, a payment of accrued interest at the Fixed Rate in effect for the period;

(iii) commencing on March 15, 2017, a payment of accrued interest at the Fixed Rate in effect for the period;

(iv) commencing on May 15, 2017, a payment of accrued interest at the Fixed Rate in effect for the period;

(v) commencing on July 15, 2017, a payment of accrued interest at the Fixed Rate in effect for the period;

(vi) commencing on January 15, 2018, a principal payment of $500,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(vii) commencing on March 15, 2018, a principal payment of $500,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(viii) commencing on May 15, 2018, a principal payment of $500,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(ix) commencing on July 15, 2018, a principal payment of $500,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(x) commencing on January 15, 2019, a principal payment of $1,000,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(xi) commencing on March 15, 2019, a principal payment of $1,000,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(xii) commencing on May 15, 2019, a principal payment of $1,000,000.00 plus accrued interest at the Fixed Rate in effect for the period;

(xiii) commencing on July 15, 2019, a principal payment of $1,000,000.00 plus accrued interest at the Fixed Rate in effect for the period; and

(xiv) subject to the succeeding paragraph, on the Maturity Date, the final payment of the entire remaining principal balance of this Promissory Note in the amount of $2,000,000.00 plus accrued interest at the Fixed Rate in effect for the period is due in full (the “Final Payment”).

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3. Maturity Date. The entire outstanding principal balance of this Promissory Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date (or, if such date is not a business day, then on the immediately preceding business day), or upon any earlier acceleration of the Maker's obligations hereunder, unless such obligations are earlier satisfied in accordance with the terms hereof.

4. Default. If Maker fails to pay, within fifteen (15) days, any principal of or interest on this Promissory Note when due (“Default”), the holder of this Promissory Note or any part thereof may thereafter provide Maker written notice of the Default, and if Maker continues to be in Default for thirty (30) days or more after receipt of written notice, Payee may declare the principal balance hereof and the interest accrued hereon to be immediately due and payable.

A default under the terms of the Security and Pledge Agreement securing this Promissory Note (hereinafter “Security Agreement”) also is a default under this Promissory Note. If Maker is in default under the terms of the Security Agreement, Payee shall provide Maker with written notice specifying such default and allow thirty (30) days from receipt of said notice to cure the default. Maker shall not be in default under the terms of the Security Agreement until such notice has been given and Maker has failed to cure the default within the thirty (30) day grace period. In the event of a default under the Security Agreement which is not cured within the time period specified herein, Payee, at Payee's option, may also accelerate the entire balance of this Promissory Note.

If Payee elects to accelerate the balance of this Promissory Note as permitted herein, the entire balance of principal, together with interest to the date of default and all other amounts due under this Note or the Security Agreement shall, from the date of default, bear interest at the rate of nine percent (9.00%) per annum (“Default Interest Rate”), and all such amounts shall be immediately due and payable in full. Interest shall continue to accrue on the full amount of principal, interest and such other amounts due as of the default date until the default has been cured. The Payee shall have the right to recover from Maker an additional amount equal to Payee's reasonable costs in enforcing this Promissory Note and the Security Agreement in the event of default, including reasonable attorney's fees and other costs related to the default, whether or not suit is commenced, and whether or not Payee elects to accelerate the balance. All such reasonable fees and costs must be paid before a default will be cured.

5. Prepayment. Maker may, at any time, prepay the outstanding balance of principal and interest due under this Promissory Note in whole or in part, without premium or penalty. In the event of prepayment, there shall become due and payable an amount equal to all accrued interest attributable to that portion of the outstanding principal balance of the Promissory Note being prepaid at that time. Partial prepayments shall not defer the due dates for, or the amounts of, succeeding payments. By its execution hereof, Maker agrees that it shall endeavor to make principal and/or accrued interest payments on this Promissory Note prior to the due dates set forth herein if in Maker's good faith determination it has the financial wherewithal to make such prepayments.

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6. Payments and Computations. All payments on account of indebtedness evidenced by this Promissory Note shall be made on the day when due in lawful money of the United States. Payments are to be made at such place as Payee or the legal holders of this Promissory Note may, from time to time, in writing appoint, and in the absence of such appointment, then at the place provided in the Notice section of the Purchase Agreement. Notwithstanding the foregoing, Payee agrees to accept 700,000 unregistered shares of common stock in Superior Drilling Products, Inc., a Utah corporation (“Superior”) valued at One Million Dollars ($1,000,000.00) in exchange for a reduction in the principal amount of the existing indebtedness due on October 15, 2016. Although the Payee will accept the referenced stock for payment toward the principal due on the October 15, 2016 Payment, interest will continue to accrue on the deemed principal amount until said shares become registered.

7. Applicable Law and Jurisdiction. Maker represents and agrees that this instrument and the rights and obligations of all parties hereunder shall be governed by and construed under the laws of the State of Colorado without regard to the conflicts of law principles. Maker hereby consents to the jurisdiction in Colorado concerning any enforcement of this Promissory Note.

8. Severability. The parties hereto intend and believe that each provision in this Promissory Note comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, of this Promissory Note is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if the court should declare that portion, provision or provisions to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of Maker and Payee that such portion, provision or provisions be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Promissory Note shall be construed as if the illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained herein, and that the rights, obligations and interest of Maker and Payee or the legal holders hereof under the remainder of this Promissory Note shall continue in full force and effect.

9. Maximum Interest. Payee and Maker intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof Payee and Maker hereby stipulate and agree that none of the terms and provisions contained herein shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. Neither Maker nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any indebtedness hereunder shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully contracted for, charged, or received under applicable law from time to time in effect, and the provisions of this section shall control over all other provisions hereof which may be in conflict or apparent conflict herewith. Payee expressly disavows any intention to contract for, charge, collect or receive excessive or unearned interest or finance charges in the event the maturity of any indebtedness hereunder is accelerated or upon the occurrence of any other event. If the maturity of any indebtedness hereunder is accelerated for any reason, any such indebtedness is prepaid and as a result any amounts that constitute interest are in excess of the legal maximum, or Payee or any other holder of any or all of the indebtedness hereunder shall otherwise charge, receive, or collect, or any Person shall pay, moneys which would otherwise increase the interest on any or all of the indebtedness hereunder to an amount in excess of that permitted by applicable law then in effect, then all sums that constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related indebtedness or, at Payee's or holder's option, promptly returned to Maker or the other payor thereof, as applicable, upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted under applicable law, Payee and Maker (and any other payors thereof) shall to the greatest extent permitted under applicable law, characterize any non-principal payment as an expense, fee or premium rather than as interest, exclude voluntary prepayments and the effects thereof, and amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the indebtedness hereunder in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable law in order to lawfully contract for, charge, collect, or receive the maximum amount of interest permitted under applicable law. As used in this section the term “applicable law” means the laws of the State of Colorado including the Laws of the United States of America, as such Laws now exist or may be changed or amended or come into effect in the future.

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10. Purchase Agreement. This Promissory Note is the Note referred to in the Purchase Agreement. Payment of this Promissory Note is subject to the Purchase Agreement and the parties hereto agree that this Promissory Note shall not be effective until the occurrence of the Closing and the satisfaction of any obligations as specifically set forth in the Purchase Agreement.

11. Assignment. Payee may assign this Promissory Note in whole or in part or any right to the proceeds hereof, provided that Payee gives Maker prior written notice of any such assignment.

12. Notices. All notices and other communications provided for hereunder shall be in writing (including facsimile communication) and mailed, telegraphed, telecopied or delivered to the addresses provided for in the Purchase Agreement or, as to each party, at such other address as designated by that party in a written notice to the other party. All notices and communications shall be deemed to have been validly served, given or delivered (i) three (3) business days following deposit in the United States mail, with proper postage prepaid; (ii) upon delivery if delivered by hand to the party to be notified; or (iii) the following day if sent by facsimile transmission.

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13. Waiver. Maker and all parties now or hereafter liable for the payment hereof, whether as endorser, guarantor, surety or otherwise, generally waive demand, presentment for payment, notice of dishonor, protest and notice of protest, notice of intent to accelerate and notice of acceleration, and diligence in collecting or bringing suit against any party hereto, and agree to all extensions, renewals, indulgences, releases or changes which from time to time may be granted by the holder hereof and to all partial payments hereon, with or without notice before or after maturity.

14. Attorney's Fees. Should the indebtedness represented by this Promissory Note or any part hereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings or if this Promissory Note is placed in the hands of attorneys for collection after any default, Maker and all endorsers, guarantors and sureties of this Promissory Note jointly and severally agree to pay to the holder of this Promissory Note in addition to the principal and interest due and payable hereon all the costs and expenses of said holder in enforcing this Promissory Note including, without limitation, reasonable attorneys' fees and legal expenses.

15. Collateral. This Promissory Note is secured by a first lien security interest in all of the collateral described in the Security Agreement

16. Promissory Note. This Promissory Note shall constitute a modification and a renewal of all prior promissory notes executed by Maker and payable to the Payee.

Time is of the essence as to all dates set forth herein.

[Signature page follows]

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Maker has executed and delivered this Promissory Note as of the day and year first set forth above.