On July 7, 2020, Superior Drilling Product, Inc. entered into an amended and restated loan agreement and note with Tronco Energy Corporation changing the payment terms on the note. As amended, the interest rate on the note is fixed at 2% per annum. Interest only is due December 31, 2021 and 2022, with a balloon payment of all unpaid interest and principal due upon maturity on December 31, 2022. This Third Amended and Restated Loan Agreement (the “Agreement”) is made effective as of July 6, 2020 (the ‘Effective Date’), by and among TRONCO ENERGY CORPORATION, a Delaware corporation (‘Borrower’ or ‘Tronco’) and SUPERIOR DRILLING PRODUCTS, INC., a Utah corporation or Assigns (the ‘Lender’). Now, therefore, for value received, the sufficiency of which is acknowledged, the Second Amended and Restated Loan Agreement shall be amended and restated in its entirety to read as follows: ARTICLE I: Commitment Use of Proceeds and Collateral. Section 1.1 Commitment/Advances. From and after the Effective Date of this Agreement, the outstanding principal balance of the Note and the Loan shall be fixed as a term loan and no further advances will be made under the terms of the Note or of this Agreement. Section 1.2 Promissory Note. The amounts due and owing under this Agreement shall be evidenced by that certain Third Amended and Restated Promissory Note dated as of July 6, 2020 (the “Note”) of the Borrower dated as of the Effective Date, payable to the order of Lender in the original principal amount of $7,091,162.00, and providing for interest on the outstanding principal balance, at the fixed interest rate of two percent (2%) per annum. Section 1.3 Collateral for Agreement. The Collateral Documents, the Note and this Agreement shall sometimes be referred to herein collectively as the “Loan Documents”. In the event of a conflict between the terms of this Agreement and the terms set forth in any of the Loan Documents, the terms set forth in this Agreement shall be controlling, except to the extent, and only to the extent, that the terms set forth in the specific Loan Document are required to be controlling by applicable state law. Section 1.4 Term. The Note and any and all obligations of Borrower under this Agreement shall mature on December 31, 2022 (“Maturity Date”). Payments of Principal and Interest/Additional Consideration: Section 2.1 Interest Payments. All interest payments shall be calculated on the average daily principal balance outstanding under the Note. Section 2.2 Principal Payments. Subject to the provisions of Section 2.3 below, all outstanding principal due under the Note plus all accrued and unpaid interest shall be due and payable in full on the Maturity Date. Section 2.3 Mandatory Prepayment. Notwithstanding the provisions of Sections 2.1 and 2.2, Borrower shall make prepayments on the Note if any of the properties secured by the Deeds of Trust are liquidated and any net proceeds remain after payment of any applicable taxes and all other transactions costs and fees are paid by Borrower. Borrower shall make such prepayments within ten (10) business days following settlement of all taxes and other obligations arising under the properties secured by the Deeds of Trust and receipt of the collected sales proceeds. Section 2.4 Application of Payments; Prepayments. Notwithstanding any provision contained herein to the contrary, Borrower may prepay the Loan, in whole or in part, at any time without premium or penalty. Any prepayments shall be applied first to any fees and expenses incurred by Lender in enforcement of the Loan Documents or any other document evidencing or securing the obligations of Borrower and/or its subsidiaries under this Agreement or under such documents, then to accrued interest and then to the principal balance outstanding; provided, however, if at any time Lender receives from Borrower an amount applicable to the Note which is less than all amounts due and payable at such time, Lender may apply that payment to amounts then due and payable in any manner and in order determined by Lender, in its sole discretion. Borrower agrees that neither Lender’s acceptance of the payment from Borrower in the amount that is less than all amounts then due and payable, nor Lender’s application of such payment of such payments shall constitute either a waiver of the unpaid amounts or an accord and satisfaction. Section 2.5 Events upon Repayment of Loan. Upon the full, complete and final repayment and discharge by Borrower of all of the obligations under the Loan Documents, Lender shall, promptly, after such repayment and discharge have occurred, release the Guarantors’ obligations under the Guarantees, as well as all of its liens and security interests under the Deeds of Trust and the Security Agreement-Pledges and any other Loan Document executed by Borrower and/or any other subsidiaries to evidence or secure the indebtedness and/or obligation(s) of Borrower and/or any other subsidiaries under this Loan Agreement.