Exhibit 10.1

MODIFICATION, CONSENT AND FORBEARANCE AGREEMENT

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 ” ).

BACKGROUND

On March 8, 2016, Borrower and Lender entered into a certain Loan and Security Agreement (together with the following described Amendment and Second Amendment, the “ Loan Agreement ”) and other Credit Documents, as that term is defined in the Loan Agreement. On March 28, 2016, Borrower and Lender entered into a certain Amendment to Loan and Security Agreement (“ Amendment ”). On May 12, 2016, Borrower and Lender entered into a certain Second Amendment to Loan and Security agreement (“ Second Amendment ”).

The Loan Agreement, together with all notes, amendments, modifications, addenda and supplements, and all present and future instruments, documents and agreements related thereto or executed in connection therewith and herewith, are sometimes referred to herein collectively as the “ Financing Agreements ”. All capitalized terms used herein and not defined herein shall have the meaning ascribed to such terms in the Financing Agreements; and in case of any conflicting definitions in the Financing Agreements, the terms of the Loan Agreement a shall govern. The term “ Agreement ” shall refer to this Agreement, as the same may be amended, supplemented, modified, renewed, extended, restated or replaced from time to time.

Borrower is and remains in default under the terms and conditions of the Financing Agreements by the failure to maintain the financial covenants as required by Sections 7.15(a), 7.15 (b) and 7.15 (c) of the Loan Agreement (the “ Existing Defaults ”). In addition, the Existing Defaults also consist of: (i) incurring $1,000,000 of additional indebtedness pursuant to the Roth Capital bridge loan financing dated August 5, 2016 which is prohibited by Section 8.2 of the Loan Agreement, and (ii) the issuance of 700,000 unregistered shares of common stock of the Company to WMAFC, INC. in connection with the restructuring of the existing promissory note in the original principal amount of $9,500,000 due and owing by Hard Rock and Drilling to WMAFC, INC. without providing at least fifteen (15) days prior written notice which is prohibited by Section 8.10 of the Loan Agreement.

Notwithstanding such Existing Defaults, Borrower has requested that Lender agree, in consideration of the undertakings and obligations of Borrower set forth herein, to make certain accommodations and to forbear for a specified period from the exercise of Lender’s rights and remedies under the Financing Agreements. Lender has agreed to make such accommodations as and only to the extent set forth herein, and without waiving any of Lender’s rights and remedies.

By reason of the Existing Defaults, Borrower acknowledges that Lender has the full legal right to exercise its rights and remedies under the Financing Agreements including, but not limited to, the right to enforce its remedies under the Uniform Commercial Code and other applicable laws, and take possession of and sell any Collateral described in the Financing Agreements.

NOW THEREFORE, with the foregoing Background deemed incorporated by reference and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows:

Section 1. ACKNOWLEDGMENT OF INDEBTEDNESS, EVENTS OF DEFAULT, ETC.

1.1. Liabilities. Borrower confirms and acknowledges that as of the date hereof the amount owed to Lender is $559,894.86 plus accruing and unpaid interest and fees thereon (the “ Obligations ”) due and owing without any deduction, defense, setoff, claim or counterclaim of any nature whatsoever.

1.2. Existing Defaults . Borrower represents and warrants that as of the date hereof, no Event(s) of Default or event(s) which with the passage of time or giving of notice or both would constitute an Event of Default are outstanding under the Financing Agreements and this Agreement, other than the Existing Defaults.

1.3. Binding Effect of Documents . Borrower hereby acknowledges, confirms and agrees that: (a) each of the Financing Agreements to which it is a party has been duly executed and delivered to Lender by Borrower and each is in full force and effect as of the date hereof, (b) the agreements and obligations of Borrower contained in the Financing Agreements constitute the legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms, (c) Borrower has no valid defense, offset or counterclaim to the enforcement of such obligations, and (d) Lender is and shall be entitled to all of the rights, remedies and benefits provided for in the Financing Agreements.

1.4. Advances . Borrower and Lender acknowledge that if Lender shall, in its sole discretion, make loans, advances or other credit accommodations pursuant to the Financing Agreements, such additional credit shall accrue fees and charges at the rates set forth in the Financing Agreements, as amended by this Agreement. All such additional credit, and all accrued and unpaid fees and charges, shall constitute Obligations under the Financing Agreements and this Agreement, and shall be secured by the Collateral.

Section 2. FORBEARANCE

2.1 Grant of Forbearance . Subject to the terms and conditions, and satisfaction of the Effectiveness Conditions of this Agreement, during the Forbearance Period and through the Termination Date (both as defined below), Lender shall forbear from taking any action or exercising any rights or remedies under the Financing Agreements against Borrower, Borrower’s property, or the Collateral, due solely to the Existing Defaults. On the Termination Date, all forbearance with respect to the Existing Defaults shall cease and Lender may, in its discretion, and apart from its rights as a result of any new Event of Default, exercise its rights and remedies against Borrower, Borrower’s property, the Collateral and any guarantees, pledges or undertakings of third parties with respect to the Obligations. The ‘ Termination Date ” shall be the date that is the earliest to occur of: (i) the occurrence of an Event of Default (other than the Existing Defaults), (ii) the occurrence of any breach or default by Borrower or any guarantor of any covenant or obligation under this Agreement or any of the Financing Agreements, (iii) the failure or non-performance of any of the Effectiveness Conditions, (iii) full and final payment of all Obligations, or (v) September 30, 2016, subject to the right of Lender, in its sole and exclusive discretion, to renew or extend the term of this Agreement. The term “ Forbearance Period ” shall mean the period commencing the date of this Agreement and expiring on the Termination Date. For the avoidance of doubt, all Obligations (including, without limitation, the Termination Fee and all other fees and expenses provided for under the Financing Agreements) shall be due and payable on the Termination Date.

2.2 Preservation of Rights. By agreeing to forbear from the exercise of its rights and remedies until the Termination Date, Lender does not waive the Existing Defaults. The Existing Defaults are preserved, pending fulfillment of Borrower’s obligations under this Agreement and under the Financing Agreements. The granting of the accommodations of Lender hereunder shall not be deemed a waiver of Lender’s rights and remedies or constitute a course of conduct or dealing on behalf of Lender. Subject only to the agreements of Lender described herein, Lender specifically reserves all rights and remedies available to it under the Financing Agreements, any instrument, document or agreement related thereto or otherwise available at law or equity, and expressly reserves its rights, without notice to Borrower, to take any and all actions to preserve and protect the Collateral and to accelerate payment of all amount outstanding under the Financing Agreements upon the occurrence of an Event of Default other than the Existing Defaults or a breach by Borrower of this Agreement.

2.3. Acknowledgements and Waivers . Borrower acknowledges and agrees that Lender is specifically and reasonably relying upon the representations, warranties, and agreements contained herein, and that this Agreement is being executed by Borrower and delivered to Lender as an inducement to Lender to forbear from exercising contractual remedies available to Lender under the Financing Agreements. Such forbearance by Lender is expressly conditioned on the accuracy and reliability of the representations, warranties, and agreements of Borrower that are set forth in this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prevent Lender from immediately, and without further notice or right of cure (all of which are hereby waived by Borrower), exercising its rights and remedies under the Financing Agreements upon a subsequent Default, Event of Default, or breach by Borrower of any of the terms and conditions set forth therein, as such terms and conditions are modified and amended in this Agreement. Borrower further waives, to the extent permitted by law, for the Forbearance Period, any statute of limitations applicable to Lender’s interest in the Obligations.

Section 3. COLLATERAL

3.1. Affirmation of Existing Collateral . Borrower covenants, confirms and agrees that as security for the repayment of the Obligations, Lender has and shall continue to have, and is hereby granted a continuing lien on and security interest in the Collateral, whether now owned or hereafter acquired, created or arising, together with all proceeds, including insurance proceeds thereof. Borrower acknowledges and agrees that nothing herein contained shall in any way impair Lender’s rights and priority in the Collateral.

3.2. Further Assurances . Upon execution of this Agreement, and thereafter, Borrower shall take all action requested by Lender to effectuate the terms and intent of this Agreement and the Financing Agreements, and in assuring continued, effective and proper perfection of the liens and security interests in the Collateral.

Section 4. REAFFIRMATION

Except to the extent and for the period hereby modified, Borrower hereby confirms and ratifies in all respects the Financing Agreements and the Obligations outstanding thereunder, and acknowledges that the Financing Agreements shall continue in full force and effect as therein written, and that there exist no claims, counterclaims, offsets or defenses arising out of or with respect to Borrower’s Obligations under the Financing Agreements. Borrower reaffirms each of the representations and warranties under the Financing Agreements made by it, as if said representations and warranties were made and given on and as of the date hereof. Borrower hereby confirms its existing grant to Lender of a security interest in the Collateral. Borrower hereby confirms that all security interests at any time granted by it to Lender shall continue in full force and effect and secure and shall continue to secure the liabilities and Obligations of Borrower and any additional advances made pursuant to or in reliance on this Agreement (including, without limitation, the Obligations), so long as any such liabilities or Obligations remain outstanding and that all property subject thereto remain free and clear of any liens or encumbrances other than (i) those in favor of Lender, and (ii) liens expressly permitted in the Financing Agreements and exhibits thereto.

Section 5. REPRESENTATIONS AND WARRANTIES

Borrower reaffirms, warrants and represents to Lender that:

5.1 Organization and Qualification . Each Borrower is duly organized and is a validly existing corporation or limited liability company under the laws of the state identified above, with full power and authority to own its properties and to transact its business as now transacted. Borrower is qualified to transact business in each jurisdiction where the ownership of its properties or the transaction of its business requires such qualification.

5.2 Authorization . The execution and delivery by Borrower of this Agreement and the performance by Borrower of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary corporate action, and (iii) are not and will not be in contravention of any order of court or other agency of government, of law or of any indenture, agreement or undertaking to which Borrower is a party or by which the property of Borrower is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking, or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of Borrower.

5.3 Valid, Binding and Enforceable . This Agreement and any assignment or other instrument, document or agreement executed and delivered in connection herewith, will be a valid act of Borrower, and shall be binding on and enforceable against Borrower in accordance with its respective terms.

5.4 Litigation . There is no pending or threatened proceeding by or before any court or governmental agency against or affecting Borrower which, if adversely decided, would have a material adverse effect on the business, operations or financial condition of Borrower or on the ability of Borrower to perform its obligations under this Agreement or the other Financing Agreements.

5.5 Title to Property . Borrower has good title to all property owned by it, including all properties reflected in the most recent audited balance sheet delivered to Lender (except as sold or otherwise disposed of in the ordinary course of business).

5.6 Taxes . Except solely with respect to the Existing Defaults, all tax returns required to be filed by Borrower have been properly prepared, executed and filed. All taxes, assessments, fees and other governmental charges upon Borrower or upon any of its properties, incomes, sales or franchises which are due and payable have been paid.

5.7 Financial Accounting Practice . Borrower makes and keeps its books, records and accounts which, in reasonable detail, accurately and fairly reflect Borrower’s transactions and dispositions of its assets.

5.8 Power To Carry On Business . Borrower has all requisite power and authority to own and operate its properties and to carry on its business as now conducted and as presently planned to be conducted.

5.9 Compliance with Laws . Borrower is not in violation of any law, except for violations which in the aggregate do not have a material adverse effect on its business, operations or financial condition.

Section 6. COVENANTS, AMENDMENTS, AND EFFECTIVENESS CONDITIONS

6.1 Existing Covenants . Borrower covenants and agrees that on and after the date of execution of this Agreement and until the Obligations are indefeasibly paid and satisfied in full, except as expressly modified hereby and except for the provisions of Section 7.15 of the Loan Agreement, Borrower shall continue to observe and maintain compliance with all covenants, representations and warranties arising in this Agreement and the Financing Agreements.

6.2 Availability Reserve . Pursuant to Section 2.3 of the Loan Agreement and as a condition to the forbearance provided herein, Lender hereby establishes an availability reserve under the Credit Facility in the amount of One Hundred Thousand Dollars ($100,000.00) for the duration of the Forbearance Period.

6.3 Additional Covenants . The Loan Agreement is hereby amended by the addition of the following covenants, effective the date hereof:

(a) Company shall make no Restricted Distributions during the Forbearance Period.

(b) At all times during and after expiration of the Forbearance Period, Company shall take no action to dispose of, liquidate, or assign for the benefit of any creditor, any inventory or other assets of Borrower other than in the normal course of business.

(c) Borrower shall pay or reimburse Lender for its attorneys' fees and expenses in connection with the enforcement of Lender’s rights under the Financing Agreements, and the fees and expenses incurred in the preparation, negotiation and execution of this Agreement and the documents provided for herein or related hereto, and the same shall be included within the Obligations.

(d) Borrower hereby agrees to take all such actions and to execute and/or deliver to Lender all such documents, assignments, financing statements and other documents, as Lender may reasonably require from time to time to effectuate and implement the purposes of this Agreement.

6.4 Effectiveness Conditions. The agreements and forbearance by Lender hereunder are subject to satisfactory completion, as determined by Lender in its sole discretion, (all documents to be in form and substance satisfactory to Lender and its counsel) of the following conditions (“ Effectiveness Conditions ”):

(a) Payment of a $35,000 Forbearance Fee, all of which shall be fully earned and unconditional as of the date hereof.

(b) Execution and delivery to Lender of an absolute and unconditional joint and several Guaranty in form and substance acceptable to Lender by G. Troy Meier and Annette Meier.

(c) Delivery to Lender of current statements of financial condition of G. Troy Meier and Annette Meier.

(d) Payment to Lender in the amount of not less than One Hundred Thousand Dollars ($100,000.00) for application to the Term Loan.

(e) Delivery to Lender of all documents, agreements and other writings relating to or evidencing an unsecured loan from a related party in the amount of not less than One Million Dollars ($1,000,000.00) on or immediately prior to the date hereof (the “ Bridge Loan ”) including, without limitation, evidence that the full amount of the Bridge Loan has been advanced to and received by Borrower.

Section 7. DEFAULTS

7.1 Events of Default . The occurrence of one or more of the following described events is an Event of Default:

(a) The occurrence of any Event of Default (except an Existing Defaults) under any Financing Agreement;

(b) Failure of Borrower to comply with, or the breach of, any of its representations, warranties, covenants, agreements or other undertakings under this Agreement; or

(c) Failure or nonperformance of any of the Effectiveness Conditions.

7.2 Upon the occurrence of an Event of Default, Lender’s undertakings under this Agreement may without notice to Borrower, immediately terminate and Lender may immediately proceed to enforce all rights and remedies under or in accordance with the Financing Agreements and this Agreement, by contract or applicable law, without further notice to Borrower.

Section 8. MISCELLANEOUS

8.1 Counterparts . This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which together shall constitute one instrument. Signature by facsimile shall bind the parties hereto.

8.2 Third-Party Rights . No rights are intended to be created hereunder for the benefit of any third-party donee, creditor, or incidental beneficiary.

8.3 Modifications . No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

8.4 Indemnity . Borrower hereby agrees to indemnify Lender from and against all losses, costs, expense, demands and damages whatsoever which Lender may suffer or incur in respect of any claims which have or may be brought by any third party relating to this Agreement, the Financing Agreements, or the transactions contemplated hereby or thereby. This indemnity shall continue in full force and effect after the Termination Date and notwithstanding the completion of the other matters referred to in this Agreement. This indemnification is in addition to and shall not limit any other indemnification agreement between Borrower and Lender, and shall be included within the Obligations.

8.5 Integrated Agreement . This Agreement shall be deemed incorporated into and made a part of the Financing Agreements. Except as expressly set forth herein, all of the terms, conditions and agreements of the Financing Agreements are ratified and confirmed. The Financing Agreements and this Agreement shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lender’s rights, remedies and security. If, after applying the foregoing, an inconsistency still exists, the provisions of this Agreement shall control.

8.6 Non-Waiver . No omission or delay by Lender in exercising any right or power under this Agreement, the Financing Agreements or any related agreement will impair such right or power or be construed to be a waiver of any default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and no waiver will be valid unless in writing and then only to the extent specified. Lender’s rights and remedies are cumulative and concurrent and may be pursued singly, successively or together.

8.7 Headings . The headings of any paragraph of this Agreement are for convenience only and shall not be used to interpret any provision of this Agreement.

8.8 Survival . All warranties, representations and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by them or on their behalf under this Agreement, shall be considered to have been relied upon by Lender. All statements in any such certificate or other instrument shall constitute warranties and representations by Borrower hereunder. All warranties, representations, indemnities and covenants made by Borrower hereunder or under any other agreement or instrument shall be deemed continuing until the Obligations are indefeasibly paid and satisfied in full.

8.9 Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. No delegation by Borrower of any duty or obligation of performance may be made or is intended to be made to Lender. No rights are intended to be created hereunder or under any related instruments, documents or agreements for the benefit of any third party donee, creditor, incidental beneficiary or affiliate of Borrower.

8.10 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. The provisions of this Agreement are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

8.11 Right of Setoff . In addition to all liens upon and rights of setoff against the money, securities or other property of Borrower given to Lender by law, Lender shall have, with respect to the Obligations, whether under the Financing Agreements or otherwise and to the extent permitted by law, a contractual possessory security interest in and a right of setoff against, and Borrower hereby assigns, conveys, delivers, pledges and transfers to Lender all of Borrower’s right, title and interest in and to, all deposits, moneys, securities and other property of Borrower now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise. Every such security interest and right of setoff may be exercised without demand upon or notice to Borrower.

8.12 Waiver of Jury Trial . Borrower and Lender each hereby waives any and all rights any of them may have to a jury trial in connection with any litigation commenced by or against any of the parties to this Agreement with respect to rights and obligations of the parties hereto under this Agreement or under the Financing Agreements.

8.13 Exclusive Jurisdiction . Borrower and Lender each irrevocably consent to the non-exclusive jurisdiction of the State of Maryland and the United States District Court for the District of Maryland, in any and all actions and proceedings whether arising hereunder or under the Financing Agreements. Borrower irrevocably agrees to service of process by certified mail return receipt requested to the address currently contained in Lender’s records.

8.14 Release . As a material inducement to Lender to enter into this Agreement, Borrower (i) does hereby remise, release, acquit, satisfy and forever discharge Lender and all of its past, present and future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors and assigns, from any and all manner of debts, accounting, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, which Borrower has by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement with respect to any matters, transactions, occurrences, agreement, actions, or events arising out of, in connection with or relating to the Financing Agreements; and (ii) does hereby covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against Lender, or any or its past, present or future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors or assigns, by reason of or in connection with any of the foregoing matters, claims or causes of action. Borrower expressly acknowledges and agrees that the forbearances and other indulgences contained in this Agreement shall not be construed as an admission of wrongdoing, liability or culpability on the part of Lender or the existence of any claims of Borrower against Lender.

8.15 Advice of Counsel . Borrower acknowledges that it has an opportunity to consult with independent legal counsel concerning this Agreement, and Borrower knowingly and voluntarily hereby waives the rights described therein or affected thereby.

8.16 Charges and Fees . Nothing contained in this Agreement shall be deemed to limit, affect or impair the imposition of or provision for late charges, default charges and default interest as provided in the Financing Agreements.

Section 9. SPECIAL BANKRUPTCY PROVISIONS . Borrower hereby agrees that if Borrower shall:

(a) file, or be the subject of, any petition under Title 11 of the U.S. Code, as amended, filed with any bankruptcy court;

(b) be the subject of any order for relief issued under such Title 11 of the U.S. Code, as amended;

(c) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors;

(d) seek, consent to, or acquiesce in the appointment of any trustee, receiver, conservator, or liquidator; or

(e) be the subject of any order, judgment, or decree entered by any court of competent jurisdiction approving a petition filed against Borrower for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or relief for debtors,

that any such event shall constitute an incurable Event of Default hereunder, the Forbearance Period shall terminate automatically, and Borrower: (i) agrees that it will not contest, object to, or interpose any defense, all of which are waived, with respect to any motion by Lender seeking relief from any automatic stay imposed by Section 362 of Title 11 of the U.S. Code, as amended, or from any other stay or suspension of remedies imposed in any other manner with respect to the exercise of the rights and remedies otherwise available to Lender with respect to the Collateral under the Financing Agreements, and (ii) acknowledges and stipulates that Borrower cannot provide Lender with adequate protection (as that term is defined in Section 361 of the Bankruptcy Code) and therefore it will not use or seek approval for continued use of, any of Lender’s cash collateral (as that term is defined in Section 363 of the Bankruptcy Code), including any of the Collateral. The provisions of this section shall survive the Termination Date or other expiration of the Forbearance Period.

Section 10. CONSENTS . Lender hereby agrees and consents to the following proposed transactions so long as such transactions are consummated by Borrower on or before September 30, 2016:

(a) consummation of the sale of Borrower’s common stock pursuant to a public offering of Borrower’s common stock which is not otherwise permitted pursuant to Section 8.10 of the Loan Agreement; and

(b) an amendment to that certain existing Distribution Agreement dated May 12, 2016 by and between Hard Rock and Drilling Tools International, Inc. ( “ DTI ” ) pursuant to which DTI will be granted a larger exclusive territory to distribute certain of Hard Rock’s products which is not otherwise permitted pursuant to Section 8.11 of the Loan Agreement.

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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement the day and year first above written.

ACKNOWLEDGMENT AND CONSENT OF VALIDITY GUARANTOR

The undersigned guarantor hereby acknowledges and consents to the provisions of the foregoing Agreement and agrees that the each of the undersigned’s obligations under the Validity Guaranty executed in accordance with the Loan Agreement and the Credit Documents shall be unimpaired by the said Agreement and that the undersigned has no defenses or set offs against Lender, its officers, directors, employees, agents or attorneys, with respect to such Validity Guaranty, and that all of the terms, conditions and covenants in such Validity Guaranty remain unaltered and in full force and effect and are hereby ratified and confirmed. The undersigned hereby certifies that the representations and warranties made in the Validity Guaranty are true and correct as of the date hereof. The undersigned hereby ratifies and confirms the waiver of jury trial provision (if applicable) contained in the Validity Guaranty.

WITNESS the due execution hereof as a document under seal, as of August__, 2016, intending to be legally bound hereby.

On this, the _____ day of August, 2016, before me, the undersigned Notary Public, personally appeared G. Troy Meier, known to me (or satisfactorily proven) to be the individual described in and who executed the foregoing, instrument and he duly acknowledged to me that he executed the same for the purposes therein contained.

WITNESS my hand and seal the day and year aforesaid.

Exhibit 10.2

GUARANTY

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.

WHEREAS , Federal National has extended financial accommodations to: 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; and, Extreme technologies, LLC, a Utah limited liability company (collectively the “Companies” ) under and pursuant to a Loan and Security Agreement dated March 8, 2016 and amended on March 28 ^th and May 12 ^th , 2016 (said agreement, amendments and all other agreements, documents, instruments, certificates, reports and financing statements heretofore or hereafter executed or delivered in connection therewith, as each may be as amended, revised, restated, modified or supplemented from time to time, collectively and individually referred to herein as the “ Financing Documents ”), which financing is secured by certain tangible and intangible property of the Companies, as more fully described in the Financing Documents (collectively, “ Collateral ”); and

WHEREAS, pursuant to Federal National’s request, as a condition to the agreement of Federal National to extend financial accommodations to the Companies pursuant to the Financing Documents, Guarantor has agreed to execute and deliver to Federal National this Guaranty and to perform and to comply with its obligations under this Guaranty.

NOW, THEREFORE , in consideration of the foregoing and of the covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and as an inducement for Federal National to extend financial accommodations to the Companies under the Financing Documents, Guarantor, intending to be legally bound hereby, agrees as follows:

1. Guarantor, jointly and severally if more than one, unconditionally and absolutely guarantees to Federal National (A) the due and punctual payment and performance when due of all obligations and any and all other monies and amounts due or which may become due on, under or with respect to any and all of the Financing Documents and any promissory notes or other evidence of indebtedness such obligations, of every kind or nature, whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal, interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to the Companies, whether or not a claim for post-petition interest and/or expenses is allowed in such case or proceeding), (B) the due and punctual performance and observance by the Companies of all of the other terms, covenants, agreements, indemnifications, and conditions of the Financing Documents, in any case whether according to the present terms thereof, at any earlier or accelerated date or dates or pursuant to any extension of time or to any change in the terms, covenants, agreements and conditions thereof now or at any time hereafter made or granted, (C)  all liabilities and obligations of Guarantor hereunder, and (D) all costs, expenses and liabilities (including, without limitation, reasonable attorneys fees and expenses, documentation and diligence fees and legal expenses, and search, audit, recording, professional and filing fees and expenses) that may be incurred or advanced by Federal National in any way in connection with the foregoing and/or otherwise required to be paid by Guarantor hereunder (collectively, such items in clauses (A) through (D) being the “Guaranteed Obligations” ). Guarantor acknowledges that this Guaranty shall be deemed a continuing guaranty of the Guaranteed Obligations under the Financing Documents.

2. This Guaranty is a guaranty of payment and not a guaranty of collection. If any Guaranteed Obligation is not satisfied when due, whether by acceleration or otherwise, Guarantor shall forthwith satisfy such Guaranteed Obligation, upon demand, and no such satisfaction shall discharge the obligations of Guarantor hereunder until all Guaranteed Obligations have been indefeasibly paid in cash and performed and satisfied in full and the Financing Documents terminated. The liability of Guarantor under this Guaranty shall be primary and direct and not conditional or contingent upon the enforceability of any obligation, the solvency of the Companies or any other Person, any obligation or circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guaranty or the pursuit by Federal National of any remedies it may have against the Companies or any other guarantor of the Guaranteed Obligations or any other Person. Without limiting the generality of the foregoing, Federal National shall not be required to make any demand on the Companies or any other guarantor of the Guaranteed Obligations or any other Person or to sell at foreclosure or otherwise pursue or exhaust its remedies against any Collateral of the Companies or any other guarantor of the Guaranteed Obligations or any other Person before, simultaneously with or after enforcing its rights and remedies hereunder against Guarantor, and any one or more successive and/or concurrent actions may be brought against Guarantor in the same action brought against the Companies or any other guarantor of the Guaranteed Obligations or any other Person or in separate actions, as often as Federal National may deem advisable, in its sole discretion. The obligations of Guarantor hereunder shall not in any way be affected by (A) any action taken or not taken by Federal National, which action or inaction is hereby consented and agreed to by Guarantor, (B) the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, lien or other security interest or security for any of the Guaranteed Obligations, or (C) the value, genuineness, validity or enforceability of the Collateral for any of the Guaranteed Obligations.

3. Guarantor hereby represents and warrants to Federal National (which representations and warranties shall survive the execution and delivery of this Guaranty and the making of financial accommodations under the Financing Documents) as follows:

(A) The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of any applicable law, statute, rule, regulation, ordinance, license or tariff or any judgment, decree or order of any court or other governmental authority binding on or applicable to Guarantor or any of its properties or assets; or (ii) conflict with, result in a breach of, constitute a default of or an event of default under, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, require any consent not obtained under, or result in or require the acceleration of any indebtedness pursuant to, any indenture, agreement or other instrument to which Guarantor is a party or by which it or any of its properties or assets are bound or subject;

(B) Guarantor has filed all federal and state income tax returns and all other tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by Guarantor, except such taxes as are not yet due or are being contested in good faith. Guarantor is not in violation of any applicable federal, state or local laws, statutes, rules regulations or ordinances, and has not received any notice of any investigation or complaint alleging that Guarantor on any of its properties or assets is in violation of any such law, statute, rule, regulation or ordinance;

(C) Guarantor is not presently a debtor in any proceeding under the federal Bankruptcy Code or any state insolvency proceeding; and

(D) All personal financial information provided by Guarantor to Federal National is true, correct and accurate as of the date of this Guaranty.

4. Guarantor hereby covenants and agrees that so long as any of the Guaranteed Obligations shall be outstanding:

(A) Guarantor shall pay, or cause to be paid, when due, all indebtedness and liabilities, and pay and discharge promptly all taxes, assessments, governmental charges and levies upon Guarantor or upon Guarantor's income, profits or property, except to the extent the amount or validity thereof is contested in good faith by appropriate proceedings being diligently pursued.

(B) Guarantor shall promptly give written notice to Federal National of (i) the occurrence of any event of default or any event, development or circumstance which would be reasonably likely to materially and adversely affect the financial condition of Guarantor, taken as a whole; (ii) any material litigation instituted or, to the knowledge of Guarantor, threatened against Guarantor; or (iii) any judgment against Guarantor where claims against Guarantor exceed $10,000; and

(C) Guarantor hereby subordinates, and will cause to be subordinated, to the repayment of the Guaranteed Obligations, all debts of the Companies to Guarantor.

5. Guarantor hereby waives demand, setoff, counterclaim, presentment, protest, notice of dishonor or non-payment, as well as all defenses with respect to any and all instruments, notice of acceptance hereof, notice of credit extended, Collateral received or delivered, or any other action taken by Federal National in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein, it being the intention hereof that Guarantor shall remain liable as a principal until the full amount of all Guaranteed Obligations shall have been indefeasibly paid in full in cash and performed and satisfied in full and the Financing Documents terminated, notwithstanding any act, omission, or anything else which might otherwise operate as a legal or equitable discharge of Guarantor. The pleading of any statute of limitations as a defense to any demand against Guarantor hereunder and under the Financing Documents is expressly waived by Guarantor. Guarantor hereby waives any requirement of marshalling of claims, property or Collateral.

6. Guarantor acknowledges and agrees that its obligations as Guarantor shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Companies or any other guarantor of the Guaranteed Obligations or any other Person or its estate in bankruptcy resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court.

7. Guarantor acknowledges and agrees that Federal National shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor hereunder, to deal in any manner with the Guaranteed Obligations and any security or guaranties therefor, including, without limitation, to (A) release, extend, renew, accelerate, compromise or substitute and administer the Guaranteed Obligations and other obligations under the Financing Documents in any manner it sees fit, (B) release any or all Collateral for the Guaranteed Obligations, (C) release any guarantor of the Guaranteed Obligations, (D) extend the time for payment of the Guaranteed Obligations or any part thereof, (E) change the interest rate, discount rate or transactional fees on the Guaranteed Obligations, (F) reduce or increase the outstanding balance of the Guaranteed Obligations, (G) accelerate the Guaranteed Obligations, (H) make any change, amendment or modification whatsoever to the terms or conditions of the Financing Documents, (I) extend, in whole or in part, on one or any number of occasions, the time for the payment of any principal or interest, discount, fees or any other amount pursuant to any term or condition of the Financing Documents, (J) settle, compromise, release, substitute, impair, enforce or exercise, or fail or refuse to enforce or exercise, any claims, rights, or remedies, of any kind or nature, which Federal National may at any time have against the Companies or any other guarantor of the Guaranteed Obligations or any other Person, or with respect to any security interest of any kind held by Federal National at any time, (K) substitute Collateral, (L) collect and retain or liquidate Collateral, (M) make advances for the purpose of performing any term or covenant contained in the Financing Documents with respect to which the Companies or any other guarantor of the Guaranteed Obligations is in default, (N) foreclose on any of the Collateral, (O) grant waivers or indulgences, (P) take additional Collateral, (Q) obtain any additional guarantors, (R) take a deed in lieu of foreclosure and/or (S) take or fail to take any other action whatsoever with respect to the Guaranteed Obligations. Guarantor hereby waives and agrees not to assert against Federal National any rights which a guarantor or surety could exercise. Notwithstanding any other provision of this Guaranty or any Financing Document, Guarantor agrees that Federal National has no duties of any nature whatsoever to Guarantor, whether express or implied, by virtue of this Guaranty or any Financing Document, operation of law or otherwise.

8. Guarantor agrees that its obligations hereunder are irrevocable and independent of the obligations of the Companies or any other guarantor of the Guaranteed Obligations or any other Person. Guarantor shall take all necessary and appropriate actions to ensure that this Guaranty is and remains enforceable against Guarantor in accordance with its terms and that Guarantor complies with each of its obligations hereunder. Guarantor shall not (A) cause or permit to be done, or enter into or make or become a party to any agreement (oral or written), arrangement or commitment to do or cause to be done, any of the things prohibited by this Guaranty or that would breach this Guaranty or any other instrument, agreement, arrangement, commitment or document to which Guarantor is a party or by which it or any of its properties or assets is or may be bound or subject, or (B) enter into or make or become a party to any agreement, document or instrument or arrangement that conflicts with this Guaranty or that would prevent Guarantor from complying with and performing under this Guaranty.

9. Guarantor agrees that it shall have no right of subrogation with respect to the Guaranteed Obligations guaranteed hereby or to any Collateral securing such Guaranteed Obligations unless and until such Guaranteed Obligations have been irrevocably and indefeasibly paid in full and performed in full and the Financing Documents and this Guaranty have been terminated. Federal National’s books and records of any and all of the Guaranteed Obligations, absent manifest error, shall be prima facie evidence against Guarantor of the amount of Guaranteed Obligations hereunder.

10. Guarantor acknowledges and confirms that (A) Guarantor will benefit from the financial accommodations to the Companies under the Financing Documents, (B) the financial accommodations by Federal National to the Companies constitute valuable consideration to Guarantor, (C) this Guaranty is intended to be inducement to Federal National to continue to extend financial accommodations to the Companies, and (D) Federal National is relying upon this Guaranty in making and advancing financial accommodations to the Companies.

11. This Guaranty shall inure to the benefit of, and may be enforced by, Federal National, all future holders of any of the Guaranteed Obligations or any of the Collateral and all of Federal National’s respective successors and assigns, and shall be binding upon and enforceable against Guarantor and each Guarantor’s respective heirs, personal representatives, successors and assigns. Guarantor agrees that it may not assign, delegate or transfer this Guaranty or any of its rights or obligations under this Guaranty without the prior written consent of Federal National. Nothing contained in this Guaranty or any Financing Document shall be construed as a delegation to Federal National of Guarantor’s duty of performance, including, without limitation, any duties under any account or contract in which Federal National has a security interest or lien.

12. Guarantor hereby agrees to take or cause to be taken such further actions, to obtain such consents and approvals and to duly execute, deliver and file or cause to be executed, delivered and filed such further agreements, assignments, instructions, documents and instruments as may be necessary or as may be reasonably requested by Federal National in order to fully effectuate the purposes, terms and conditions of this Guaranty and the consummation of the transactions contemplated hereby and performance and payment of the Guaranteed Obligations hereunder.

13. Notwithstanding and without limiting or being limited by any other provision of this Guaranty or the Financing Documents, Guarantor shall pay all costs and expenses incurred by Federal National including, without limitation, documentation and diligence fees and expenses, all search, audit, appraisal, recording, professional and filing fees and expenses and all other out-of-pocket charges and expenses (including, without limitation, UCC and judgment and tax lien searches and UCC filings) and reasonable attorneys’ fees and expenses (A) in any effort to enforce this Guaranty, any Financing Document and/or any related agreement, document or instrument, or to effect collection hereunder or thereunder, (B) in connection with entering into, negotiating, preparing, reviewing and executing this Guaranty and the Financing Documents and all related agreements, documents and instruments, (C) arising in any way out of administration of the Guaranteed Obligations or the security interests or liens created with respect thereto, including without limitation, any wire transfer fees or audit expenses or filing or recordation fees, (D) in connection with instituting, maintaining, preserving and enforcing Federal National’s rights hereunder or under all related agreements, documents and instruments, (E) in defending or prosecuting any actions, claims or proceedings arising out of or relating to this Guaranty and/or any related agreement, document or instrument, (F) in seeking or receiving any advice with respect to its rights and obligations under this Guaranty, any of the Financing Documents and/or all related agreements, documents and instruments, and/or (G) in connection with any modification, amendment, supplement, waiver or extension of this Guaranty any Financing Document and/or any related agreement, document or instrument, and all of the same shall be part of the Guaranteed Obligations. If Federal National uses in-house counsel for any of the purposes set forth above or any other purposes under this Guaranty for which Guarantor is responsible to pay or indemnify, Guarantor expressly agrees that the Guaranteed Obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Federal National in its sole discretion for the work performed.

14. For the purposes of this Guaranty, written notices shall be sent by United States first class certified mail, return receipt requested, postage prepaid, addressed to the notified party at its address set forth in this Agreement or such other address specified by the party with like notice, and shall be deemed received three (3) Business Days after deposit in the United States mail, on the first Business Day after transmittal by nationally recognized overnight courier, or on the day of transmittal by personal delivery, facsimile, telex, cable, email, Internet, or other electronic communication device capable of providing a written record.

15. No course of action or delay, renewal or extension of this Guaranty or any rights or obligations hereunder, release of Guarantor or any of the foregoing, or delay, failure or omission on Federal National’s part in enforcing this Guaranty, or any other Financing Document or in exercising any right, remedy, option or power hereunder or thereunder shall operate as a waiver of such or of any other right, remedy, power or option or of any default, nor shall any single or partial exercise of any right, remedy, option or power hereunder or thereunder affect the liability of Guarantor or preclude any other or further exercise of such or any other right, remedy, power or option. No waiver by Federal National of any one or more defaults by Guarantor in the performance of any of the provisions of this Guaranty shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature. Notwithstanding any other provision of this Guaranty or any Financing Document, by making any financial accommodations to the Companies, Federal National does not waive a breach of any representation or warranty of Guarantor under this Guaranty, and all of Federal National’s claims and rights resulting from any breach or misrepresentation by Guarantor are specifically reserved by Federal National.

16. If any term or provision of this Guaranty is adjudicated to be invalid under applicable laws or regulations, such provision shall be inapplicable to the extent of such invalidity or unenforceability without affecting the validity or enforceability of, the remainder of this Guaranty which shall be given effect so far as possible.

17. The enumeration of the rights and remedies herein is not intended to be exhaustive. The rights and remedies of Federal National described herein are cumulative and are not alternative to or exclusive of any other rights or remedies which Federal National otherwise may have by contract or at law or in equity, and the partial or complete exercise of any right or remedy shall not preclude any other further exercise of such or any other right or remedy.

18. All obligations, covenants, agreements, representations, warranties, waivers and indemnities made by Guarantor herein shall survive the execution, delivery and termination of this Guaranty. This Guaranty shall be effective on the date hereof and shall continue in full force and effect until full performance and indefeasible payment in full in cash of all Guaranteed Obligations and termination of this Guaranty and the Financing Documents. The rights and powers granted to Federal National hereunder shall continue in full force and effect notwithstanding the termination of this Guaranty or the fact that the Guaranteed Obligations from time to time may be temporarily in a zero or credit position, until all of the Guaranteed Obligations have been indefeasibly paid in full in cash and performed and satisfied in full.

19. G uarantor hereby acknowledges that this Agreement is accepted and executed in the State of Maryland and that this Agreement or any issue regarding its validity, enforcement, construction, and effect shall be governed and construed in accordance the laws of the State of Maryland without regard to any conflicting choice of law rules. Guarantor does hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Maryland with respect to any action or proceedings arising between the parties and expressly covenants and agrees that the exclusive jurisdiction for all disputes and enforcement actions arising hereunder shall occur Montgomery County, Maryland, hereby waiving any right to assert any objection to a proceeding based on the doctrine of forum non conveniens or improper venue in connection therewith.

20. This Guaranty may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. This Guaranty may be executed by facsimile transmission, which facsimile signatures shall be considered original executed counterparts for purposes of this Section 20 and Guarantor agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of each other party to this Guaranty.

21. Notwithstanding and without limiting any other provision of this Guaranty or any Financing Document, Guarantor shall indemnify Federal National and its affiliates and its and their respective managers, members, officers, employees, agents, representatives, accountants, successors, assigns and attorneys (collectively, the “Indemnified Persons” ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, in-house documentation and diligence fees and legal expenses and reasonable fees and disbursements of counsel) which may be imposed on, incurred by or asserted against Federal National or any other Indemnified Person with respect to or arising out of any aspect of, or in any litigation, proceeding or investigation instituted or conducted by any governmental authority or any other Person with respect to, or any transaction contemplated by or referred to in, or any matter related to or any aspect of, this Guaranty or any of the Guaranteed Obligations or any of the Financing Documents or any agreement or document contemplated hereby or thereby, whether or not Federal National or such Indemnified Person is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of Federal National or such Indemnified Person. Federal National agrees to give Guarantor reasonable notice of any event of which Federal National becomes aware for which indemnification may be required under this Section 21 , and Federal National may elect (but is not obligated) to direct the defense thereof. Federal National and any other Indemnified Person may, in its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of Federal National or any of the other Indemnified Persons, its or their interest or the Collateral generally. If any Indemnified Person uses in-house counsel for any of the purposes set forth above or any other purposes under this Guaranty for which Guarantor is responsible to pay or indemnify, Guarantor expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by such Indemnified Person in its sole discretion for the work performed.

22. GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (A) ARISING UNDER THIS GUARANTY OR ANY FINANCING DOCUMENT OR (B) IN ANY WAY RELATING TO THIS GUARANTY OR ANY FINANCING DOCUMENT OR THE TRANSACTIONS EVIDENCED HEREBY OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND GUARANTOR HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT GUARANTOR OR FEDERAL NATIONAL MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 22 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

23. This Guaranty constitutes the entire agreement between Guarantor and Federal National with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof or thereof. Neither this Guaranty nor any provision hereof may be changed, modified, amended, waived, restated, supplemented, canceled or terminated other than by an agreement in writing signed by Federal National and Guarantor.

24. If there is more than one Guarantor, their liability hereunder shall be joint and several. As used herein, the singular shall include the plural and vice versa, and the reference to any gender or neuter gender shall include all genders, as the context may require.

25. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of:

(A) Any duty on the part of Federal National to disclose to Guarantor any facts Federal National may now or have regarding the Companies, regardless of whether Federal National has reason to believe that such facts are unknown to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Companies and all other circumstances bearing on the risk that liability may be incurred by Guarantor hereunder;

(B) Any claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of the Companies) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Federal National to enforce any of its rights, whether now existing or hereafter acquired, which Federal National may have against Guarantor, the Companies or the Collateral; or

(C) Any modification of the Financing Documents or any obligation of the Companies, by agreement, by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law or otherwise.

[SIGNATURE APPEARS ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty, under seal, as of the day and year first above written.

I HEREBY CERTIFY, that on this _____ day of____________________, 20___, before the subscriber, a Notary Public for the aforesaid jurisdiction, personally appeared _____________________________________, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, who acknowledged that he/she executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.

I HEREBY CERTIFY, that on this _____ day of____________________, 20___, before the subscriber, a Notary Public for the aforesaid jurisdiction, personally appeared _____________________________________, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, who acknowledged that he/she executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.