SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Superior Drilling Products, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

868153107

(CUSIP Number)

Mr. Reid Walker

3953 Maple Avenue, Suite #150,

Dallas, Texas 75219

Telephone: 214-871-8618

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 29, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), (f) or (g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 868153107

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D4D LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨         (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO1
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,428,5722
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,428,572
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,428,572
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO3

¹  D4D LLC acquired (or has the ability to acquire) (i) 714,286 shares upon conversion of the balance of a convertible promissory note, and (ii) 714,286 shares that are issuable to D4D LLC within sixty (60) days pursuant to a warrant.

²  Includes (i) 714,286 shares held by D4D LLC and (ii) 714,286 shares issuable to D4D LLC within sixty (60) days pursuant to a warrant.

³  D4D LLC is a limited liability company formed in Texas.

SCHEDULE 13D

CUSIP No. 868153107

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Reid Walker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨         (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF and OO4
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 185,7145
		8	SHARED VOTING POWER 1,428,5726
		9	SOLE DISPOSITIVE POWER 185,714
		10	SHARED DISPOSITIVE POWER 1,428,572
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,614,286
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%7
14	TYPE OF REPORTING PERSON IN

⁴  Reid Walker is the manager and 100% beneficial owner of Hard 4 Holdings, LLC, which is the sole managing member and 50% beneficial owner of D4D LLC. D4D LLC acquired (or has the ability to acquire) (i) 714,286 shares upon conversion of the balance of a convertible promissory note, and (ii) 714,286 shares that are issuable to D4D LLC within sixty (60) days pursuant to a warrant.

⁵  Includes shares owned personally by Reid Walker.

⁶  Includes (i) 714,286 shares held by D4D LLC and (ii) 714,286 shares issuable to D4D LLC within sixty (60) days pursuant to a warrant.

⁷  Ownership percentage is calculated based on the number of shares then issued and outstanding assuming the exercise of D4D’s common stock warrant (18,005,932).

SCHEDULE 13D

CUSIP No. 868153107

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hard 4 Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨         (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO8
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,428,5729
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,428,572
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,428,572
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO10

⁸  Hard 4 Holdings, LLC is the sole managing member and 50% beneficial owner of D4D. D4D LLC acquired (or has the ability to acquire) (i) 714,286 shares upon conversion of the balance of a convertible promissory note, and (ii) 714,286 shares that are issuable to D4D LLC within sixty (60) days pursuant to a warrant.

⁹  Includes (i) 714,286 shares held by D4D LLC and (ii) 714,286 shares issuable to D4D LLC within sixty (60) days pursuant to a warrant.

¹⁰  Hard 4 Holdings, LLC is a limited liability company formed in Texas.

SCHEDULE 13D

Filed Pursuant to Rule 13d-1(a)

ITEM 1. Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Superior Drilling Products, Inc. (the “Issuer”), and is being filed by D4D LLC, a Texas limited liability company (“D4D”), Hard 4 Holdings, LLC, a Texas limited liability company (“Hard 4 Holdings”), the sole managing member and 50% beneficial owner of D4D, and Mr. Reid Walker (“Mr. Walker”, and collectively with D4D and Hard 4 Holdings, the “Reporting Persons”), the manager and 100% beneficial owner of Hard 4 Holdings, who personally owns additional shares purchased in the Issuer’s recent initial public offering (“IPO”). The Issuer’s principal executive offices are located at 1583 South 1700 East, Vernal UT 84078.

ITEM 2. Identity and Background.

(a) Name. The names of the Reporting Persons are as follows:

D4D LLC

Hard 4 Holdings

Reid Walker

(b) Business Address. The respective business addresses of the Reporting Persons are as follows:

D4D LLC

3953 Maple Avenue, Suite #150,

Dallas, Texas 75219

Hard 4 Holdings, LLC

3953 Maple Avenue, Suite #150,

Dallas, Texas 75219

Mr. Reid Walker

3953 Maple Avenue, Suite #150,

Dallas, Texas 75219

(c) Occupation and Employment.

The principal business of D4D is the investment of Two Million Dollar ($2,000,000) pursuant to a bridge loan investment in SD Company, Inc., the predecessor of the Issuer (“SD Company”, and sometimes referred to as the Issuer), and Superior Drilling Products, LLC, a Utah limited liability company and the predecessor of Superior Drilling Solutions, LLC (“SDP”). As further described in Item 4 of this Schedule 13D, the Reporting Parties intend to dissolve D4D shortly following the filing of this Schedule 13D.

The principal business of Hard 4 Holdings is the making of equity and debt investments.

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Mr. Walker is a private businessman and currently serves as the sole member and manager of Hard 4 Holdings.

(d) and (e) Proceedings. During the previous five (5) years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship.

D4D is a limited liability company formed in Texas.

Hard 4 Holdings is a limited liability company formed in Texas.

Reid Walker is a citizen of the state of Texas.

ITEM 3. Source and Amount of Funds or Other Consideration.

D4D is the beneficial owner of 1,428,572 shares of the Issuer’s Common Stock (the “Bridge Loan Shares”), of which 714,286 shares of Common Stock are currently issued and outstanding, with 714,286 shares of Common Stock being issuable within sixty (60) days upon D4D’s exercise of a Common Stock Warrant. On February 24, 2014, D4D entered into a number of agreements to consummate a bridge loan in the Issuer and SDP, which included, among other documents, the following:

• That certain Securities Purchase Agreement dated February 24, 2014 by and between D4D and SD Company and SDP (the “Securities Purchase Agreement”);

• That certain Secured Convertible Promissory Note dated February 24, 2014 by and between SD Company and SDP, as borrowers, in favor of D4D, as lender (the “Convertible Note”);

• That certain Form of Common Stock Purchase Warrant to be issued upon conversion of the Convertible Note (a fully executed version of which is attached, the “Warrant”); and

• That certain Form of Registration Rights Agreement to be delivered pursuant to the Securities Purchase Agreement (the “Registration Rights Agreement”, and together with the Securities Purchase Agreement, Convertible Note, Warrant and other ancillary documents, the “Bridge Loan Documents”).

Upon the Issuer’s IPO, consummated May 29, 2014, the balance of the Convertible Note automatically converted into (i) shares of the Issuer’s common stock at 70% of the per share price in the IPO, which resulted in the issuance of 714,286 shares to D4D (the “Conversion Shares”), and (ii) the Warrant, which enables D4D the option to purchase a number of additional shares of the Issuer’s common stock equal to the number of Conversion Shares (the “Warrant Shares”). Both the Conversion

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Shares and the Warrant Shares are restricted, and may not be resold without registration or an exemption from registration. The Warrant is exercisable at D4D’s discretion and may be surrendered at any time for the Warrant Shares. Upon the exercise of the Warrant, D4D would own 7.9% of the then issued and outstanding shares of the Issuer.

Hard 4 Holdings joins this Schedule 13D because it is the sole managing member and 50% beneficial owner of D4D and, as a result, has shared control over the voting and disposition of the Bridge Loan Shares. Hard 4 Holdings is thus indirectly also a beneficial owner of the Bridge Loan Shares.

Mr. Walker joins this Schedule 13D because he is the manager and 100% beneficial owner of Hard 4 Holdings, which is the sole managing member of D4D. As a result, Mr. Walker indirectly shares controls of the voting and disposition of the Bridge Loan Shares through Hard 4 Holdings. Mr. Walker also acquired 185,714 shares of Common Stock of the Issuer (the “Walker Shares”) on May 29, 2014 with personal funds via the Issuer’s IPO. As a result, Mr. Walker beneficially owns a total of 1,614,286 shares of the Issuer (including the Bridge Loan Shares and the Walker Shares), representing 9.0% of the Issuer’s then issued and outstanding Common Stock if the Warrant were exercised by D4D.

Neither the Bridge Loan Shares nor the Walker Shares were acquired (or will be acquired) using borrowed funds, and none are pledged as security against borrowed funds.

The foregoing descriptions of the Bridge Loan Documents are qualified in their entirety by reference to the full text of each such agreement.

ITEM 4. Purpose of Transaction.

D4D entered into the Bridge Loan Documents as an investment in SD Company and SDP, with the opportunity to convert the Convertible Note into the Conversion Shares and the Warrant upon certain designated triggers.

Pursuant to the Securities Purchase Agreement, D4D agreed to purchase, and the Issuer and SDP agreed to sell, the Convertible Note, subject to certain terms and conditions. The Securities Purchase Agreement requires that any assignee of the Bridge Loan Shares or the Warrant sign an Assignment Agreement in a form attached thereto. In addition, the parties agreed to deliver the fully executed Registration Rights Agreement. The text of the Securities Purchase Agreement is incorporated herein by reference, and the foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement.

The $2,000,000 Convertible Note had a two year maturity, with payments beginning November 1, 2014. The Convertible Note provided for automatic conversion and the issuance of the Warrant for additional shares upon a qualified equity financing (including an IPO), and voluntary conversion and the issuance of the Warrant for additional shares upon a non-qualified equity financing or change of control. In addition, the terms of the Convertible Note included conventional events of default and provided traditional lender remedies to D4D. The text of the Convertible Note is incorporated herein by reference, and the foregoing descriptions of the Convertible Note is qualified in its entirety by reference to the full text of such agreement.

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The Warrant provides that D4D (or its permitted assignee(s)) may exercise the warrant to purchase an additional number of shares equal to the Conversion Shares at the price of the shares sold in the IPO. D4D is permitted to assign the Warrant, including to its members in accordance with their pro rata ownership of D4D. The text of the Warrant is incorporated herein by reference, and the foregoing description of the Warrant is qualified in its entirety by reference to the full text of such agreement.

The Registration Rights Agreement provides that D4D has the right, subject to certain terms and conditions and with notice, to include all or part of the Bridge Loan Securities (among other registerable securities) in any two Registration Statements on either Form S-1 or S-3 filed by the Issuer or by any other shareholder of the Issuer. The Issuer has agreed to cover the costs and fees associated with one such registration, and the parties have agreed that D4D’s registration rights shall terminate once all the registerable securities are eligible for resale under Rule 144 of the Securities Act of 1933, as amended. The Registration Rights Agreement may be assigned by D4D to its constituent members. The text of the Registration Rights Agreement is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement.

In addition to the Bridge Loan Shares, Mr. Walker also has beneficial ownership of the Walker Shares, which Mr. Walker purchased in the Issuer’s IPO.

It is the intention of the Reporting Parties, shortly following the filing of this Schedule 13D, subject to the satisfaction of certain requirements under the Bridge Loan Documents, to arrange for the distribution of stock certificates representing the Bridge Loan Shares in the name of each member of D4D in accordance with its pro rata membership interest, assign D4D’s rights and obligations under both the Warrant (unless the Warrant has been exercised) and the Registration Rights Agreement to its members in accordance with the terms of the Warrant, the Registration Rights Agreement and the Securities Agreement, and to dissolve D4D in accordance with the terms of D4D’s organizational documents and applicable law. Once D4D is dissolved, D4D will no longer exist and Hard 4 Holdings will beneficially own 714,285 shares of Common Stock of the Issuer, its 50% pro rata share of the Bridge Loan Shares, as a result of its 50% equity ownership of D4D. Accordingly, Mr. Walker will beneficially own 900,000 shares of Common Stock of the Issuer, resulting in a 5% ownership interest in the Issuer.

The shares of Common Stock beneficially owned by the Reporting Persons were acquired (or will be acquired, if at all) for investment purposes. The Reporting Persons intend to periodically review the investment in the Issuer and, based on a number of factors, including the Reporting Persons’ evaluation of the Issuer’s business prospects and financial condition, the market for the Issuer’s shares, the working capital needs of the Issuer, general economic and stock market conditions and other investment opportunities, the Reporting Persons may acquire additional securities of the Issuer or dispose of the Shares through open market or privately negotiated transactions, as applicable.

Except as set for the above, the Reporting Person does not have any additional current plans or proposals which would relate to or would result in:

• any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

• a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

• any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, other than as described in the Subscription Agreement;

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• any material change in the present capitalization or dividend policy of the Issuer, except as provided in the Subscription Agreement;

• any other material change in the Issuer’s business or corporate structure, including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

• changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

• causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

• a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

• any action similar to any of those enumerated above.

The Reporting Persons reserve the right to determine in the future to change the purpose or purposes described above, or engage in any of the activities set forth above.

ITEM 5. Interests in Securities of the Issuer.

(a) Aggregate Number and Percentage of Securities.

D4D is the beneficial owner of 1,428,572 shares of the Issuer’s Common Stock, of which 714,286 shares of Common Stock are currently issued and outstanding, with 714,286 shares of Common Stock being issuable within sixty (60) days upon D4D’s exercise of the Warrant. Upon the exercise of the Warrant, D4D would own 7.9% of the then issued and outstanding shares of the Issuer.

Hard 4 Holdings joins this Schedule 13D because it is the sole managing member and 50% beneficial owner of D4D and, as a result, has shared control over the voting and disposition of the Bridge Loan Shares (1,428,572 shares). Hard 4 Holdings is the beneficial owner of 1,428,572 shares of the Issuer’s Common Stock, of which 714,286 shares of Common Stock are currently issued and outstanding, with 714,286 shares of Common Stock being issuable within sixty (60) days upon D4D’s exercise of the Warrant. Upon the exercise of the Warrant, Hard 4 Holdings would own 7.9% of the then issued and outstanding shares of the Issuer.

Mr. Walker joins this Schedule 13D because he is the manager and 100% beneficial owner of Hard 4 Holdings, which is the sole managing member and 50% beneficial owner of D4D. As a result, Mr. Walker indirectly shares controls of the voting and disposition of the Bridge Loan Shares through his ownership and control of Hard 4 Holdings. Mr. Walker also acquired 185,714 shares of Common Stock of the Issuer on May 29, 2014 with personal funds via the Issuer’s IPO. Mr. Walker beneficially owns 1,614,286 shares of the Issuer’s Common Stock, composed of (i) 900,000 shares of Common Stock currently issued and outstanding, and (ii) 714,286 shares of Common Stock issuable within sixty (60) days upon D4D’s exercise of the Warrant. Upon the exercise of the Warrant, Mr. Walker would own 9.0% of the Issuer’s then issued and outstanding shares of the Issuer.

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(b) Power to Vote and Dispose. The Reporting Persons may be deemed to share voting and dispositive power over the Bridge Loan Shares (1,428,572 shares). Such Bridge Loan Shares are owned directly by D4D. Hard 4 Holdings is the sole managing member of D4D and 50% beneficial owner of D4D, and shares voting and dispositive power of the Bridge Loan Shares. Mr. Walker is the manager and 100% beneficial owner of Hard 4 Holdings, and indirectly shares voting and dispositive power of the Bridge Loan Shares through his control of Hard 4 Holdings, D4D’s managing member.

Mr. Walker has sole voting and dispositive power over the Walker Shares (185,714 shares). The Walker shares are owned directly by Mr. Walker.

(c) Transactions Within the Past 60 Days. During the past sixty (60) days, the Reporting Persons have acquired (or are able to acquire) the Bridge Loan Shares pursuant to the terms of the Bridge Loan Documents, as further described in Items 3 and 4 above. In addition, Mr. Walker purchased 185,714 shares for his own account in the Issuer’s IPO as described in Items 3 and 4 above.

(d) Certain Rights of Other Persons. Not applicable.

(e) Date Ceased to be a 5% Owner. Not applicable.

ITEM 6. Contracts, Arrangements, or Understandings or Relationships with Respect to Securities of the Issuer.

(1) D4D, the Issuer and SDP are party to the Securities Purchase Agreement, which is described above. The text of the Securities Purchase Agreement is incorporated herein by reference, and the foregoing description of the Securities Purchase Agreement is qualified in its entirety by reference to the full text of such agreement.

(2) D4D, the Issuer and SDP are party to the Convertible Note, which is described above. The text of the Convertible Note is incorporated herein by reference, and the foregoing description of the Convertible Note is qualified in its entirety by reference to the full text of such agreement.

(3) Upon conversion of the Convertible Note, D4D automatically obtained right to a warrant in the form of the Warrant, which is described above. In connection with the dissolution of D4D, each member of D4D will receive a common stock warrant in the form of the Warrant representing such members ability to exercise such warrant for its pro rata share of the Warrant Shares. The text of the Warrant is incorporated herein by reference, and the foregoing description of the Warrant is qualified in its entirety by reference to the full text of such agreement.

(4) D4D and the Issuer have agreed to enter into the Registration Rights Agreement, which is in the process of being executed by the relevant parties as of the date of this filing. In connection with the dissolution of D4D and pursuant to the terms of the Registration

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Rights Agreement, D4D will give notice to the Issuer that D4D is assigning its rights under the Registration Rights Agreements to its members. The text of the Registration Rights Agreement is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement.

Other than as set forth above, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, other than as set forth above, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

ITEM 7. Material to be Filed as Exhibits.

No.	Document
1.	Joint Filing Agreement among the Reporting Persons.
2.	Securities Purchase Agreement dated February 24, 2014 by and between D4D and SD Company and SDP
3.	Secured Convertible Promissory Note dated February 24, 2014 by and between SD Company and SDP, as borrowers, in favor of D4D, as lender
4.	Form of Common Stock Purchase Warrant by and between Issuer and D4D
5.	Form of Registration Rights Agreement by and between Issuer and D4D

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After reasonable inquiry, and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

Date: June 6, 2014

REPORTING PERSONS:
D4D LLC
	By:	Hard 4 Holdings, LLC, its managing member
	By:	/s/ Reid Walker
	Name:	Reid Walker
	Title:	Manager
Hard 4 Holdings, LLC
By:	/s/ Reid Walker
Name:	Reid Walker
Title:	Manager
/s/ Reid Walker
Reid Walker, individually

Attention: Intentional misstatements or

omissions of fact constitute Federal

criminal violations (See 18 U.S.C. § 1001).

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INDEX OF EXHIBITS

No.	Document
1.	Joint Filing Agreement among the Reporting Persons.
2.	Securities Purchase Agreement dated February 24, 2014 by and between D4D, as lender, and SD Company and SDP, as borrowers
3.	Secured Convertible Promissory Note dated February 24, 2014 by and between SD Company and SDP, as borrowers, in favor of D4D, as Lender
4.	Form of Common Stock Purchase Warrant by and between Issuer and D4D
5.	Form of Registration Rights Agreement by and between Issuer and D4D

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Superior Drilling Products, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of June 6, 2014.

REPORTING PERSONS:
D4D LLC
	By:	Hard 4 Holdings, LLC, its managing member
	By:	/s/ Reid Walker
	Name:	Reid Walker
	Title:	Manager
Hard 4 Holdings, LLC
By:	/s/ Reid Walker
Name:	Reid Walker
Title:	Manager
/s/ Reid Walker
Reid Walker, individually

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EX-99.2

Exhibit 2

Execution Version

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), is entered into as of February 24, 2014 between SD COMPANY, INC., a Utah corporation (“SDCI”), and SUPERIOR DRILLING PRODUCTS, LLC, a Utah limited liability company (“SDP”, and together with SDCI, the “Companies”) and D4D LLC, a Texas limited liability Company, or its successors, transferees or assigns (the “Investor”).

BACKGROUND

A. The Investor desires to provide a $2 million bridge loan (“Bridge Loan”) to the Companies, and the Companies desire to accept the Bridge Loan from the Investor, under the terms of this Agreement, the Note (as defined in Section 1), and and all other documents executed to evidence the Bridge Loan (collectively, the “Loan Documents”).

B. The Companies are issuing the Note in a transaction exempt from registration under Section 4(2) of, or Rule 506 promulgated under, the Securities Act of 1933 (“Act”), or any other applicable exemption, and applicable state exemptions in each state in which the Investor’s members reside. The Investor is an accredited investor by virtue of each of Investor’s member being accredited investors.

AGREEMENT

The Companies and the Investor agree as follows:

1. Note. The Companies agree to issue and sell to the Investor, and the Investor agrees to purchase from the Companies, a Secured Convertible Promissory Note in substantially the form attached as Exhibit A (the “Note”), having an initial principal balance of $2,000,000 (the “Loan Amount”).

2. Warrant. As additional consideration for the Note, the Companies agrees to issue to the Investor a common stock purchase warrant in the form attached to the Note (the “Warrant”), upon conversion of the Note in accordance with the conversion provisions of the Note. The Warrant will grant to the Investor the right to purchase the number of shares of the Companies’s common stock (the “Warrant Shares”), and at an exercise price, as set forth in the Warrant.

3. Contemporaneous Closing. Contemporaneously with signing this Agreement, each of the parties will make, or have previously made, all of the following deliveries which shall constitute closing of the Bridge Loan transaction (“Closing “):

3.1 Companies’ Deliveries. In addition to the Disclosure Documents (as defined and listed in Section 5.4), the Companies will deliver the following documents to the Investor on or before the Closing Date:

3.1.1 Each of the following fully executed Loan Documents

(a) This Agreement.

(b) The Note, including the attached form of Warrant.

(c) The Security Agreements for SDCI and SDP substantially in the form attached as Exhibit B and Exhibit C, respectively ( collectively, the “Security Agreements”).

(d) UCC Financing Statements perfecting Investor’s security interest in the collateral, as set forth in the Security Agreements (“Financing Statements”).

(e) Guarantees substantially in the forms attached as Exhibits D and E from Gilbert Troy Meier and Annette D. Meier.

(f) The Registration Rights Agreement in the form attached as Exhibits E (“Registration Rights Agreement”).

(g) Borrowers’ authorizations to sign the Loan Documents.

3.1.2 A payoff statement and payment instructions from WCMF, Inc., a Nevada Corporation (“WCMF”), which shall be acceptable to Investor in its sole discretion, for the full repayment of the loan from WCMF to Superior Drilling Products, LLC made pursuant to that certain Loan Agreement dated July 23, 2012, and that certain Note dated July 23, 2013. Those payment instructions will include instructions to WCMF to provide Investor with evidence of WCMF’s release of lien with respect to the security interest(s) granted by that certain All Asset Security Interest Agreement dated July 23, 2012, as required upon payoff of that loan.

3.1.3 A Consent to Lien from American Bank of the North, which shall be acceptable to Investor in its sole discretion, in which American Bank of the North agrees that the Bridge Loan and Investor’s lien of the Companies’ assets in accordance with the Security Agreements will not constitute a default under any of the loans from American Bank of the North to the Companies or their affiliates.

3.1.4 The fees of Investor’s legal counsel incurred in connection with this Note in the amount of $27,500; provided, however, that Investor shall be entitled to offset the amount of such fees against the Loan Amount at Closing.

3.1.5 Except as provided in Section 4.10, ll other consents, approvals and waivers of governmental authorities and third-parties necessary to consummate the transactions contemplated by the Loan Documents.

3.2 Investor’s Deliveries. On or before the Closing Date, the Investors will make each of the following deliveries to the Companies:

3.2.1 The following fully executed Loan Documents

(a) This Agreement.

(b) The Security Agreements.

(c) The Registration Rights Agreement.

(d) A Lock-Up Agreement from the Investor and each of its members in the form required by SDCI’s underwriter.

3.2.2 Completed and signed Investor qualification questionnaires from each of Investor’s limited liability company members in the form provided by the Companies.

3.2.3 The Loan Amount by confirmed wire transfer to the account specified by the Companies.

4. Companies Representations, Warranties and Covenants. The Companies represent, warrant and covenant to the Investor that as of the date of this Agreement, and except with respect to Section 4.8, through the date of the full repayment of the indebtedness evidenced by the Note or the full conversion of the indebtedness evidenced by the Note pursuant to the terms of the Note:

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4.1 Existence. (a) Borrower Parent is a corporation duly incorporated, validly existing and in good standing under the laws of Utah and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted, and (b) Borrower Subsidiary is a limited liability company duly formed, validly existing and in good standing under the laws of Utah and has the requisite power and authority, and the legal right, to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.

4.2 Power and Authority. Each Borrower has the power and authority, and the legal right, to (i) execute and deliver this Note and the other Loan Documents, as applicable, to which such Borrower is a party, and (ii) to perform its obligations thereunder.

4.3 Authorization. The execution and delivery of this Note by each Borrower and the performance of each Borrower’s obligations under the Loan Documents has been duly authorized by all necessary organizational action in accordance with each Borrower’s organizational documents and applicable laws. Each Borrower has duly executed and delivered each of the Loan Documents.

4.4 Enforceability. The obligations of the Borrowers under this Note are valid, legal and binding obligations of the Borrowers, enforceable against the Borrowers in accordance with their terms.

4.5 Reservation. Sufficient shares of the Companies’s common stock will be reserved for issuance of (a) the shares of common stock issuable upon conversion of the Note (“Conversion Shares”) and (b) the Warrant Shares upon exercise of the Warrant, if any, after is issuance in connection with any conversion of the Note.

4.6 Title. When issued, the Conversion Securities (as defined in the Note) and the Note (the “Securities”) will be (a) validly issued, fully paid and non-assessable, (b) free from all taxes, liens, and charges, and (c) not subject to preemptive or similar rights of the Companies’s shareholders.

4.7 No Violation. The execution and delivery of this Note and the consummation by the Borrowers of the transactions contemplated thereby do not and will not (a) violate any provision of the Borrowers’ organizational documents; (b) violate any applicable law or order of any court or other tribunal applicable to either Borrower or by which any of the Borrowers’ properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which either Borrower may be bound.

4.8 Ownership. On the date of this Agreement, the equity ownership and voting power of the Companies is as follows:

4.8.1 SDCI is owned (a) 64% by Meier Family Holding Company, LLC, and (b) 36% by Meier Management Company, LLC.

4.8.2 SDP is owned (a) 95% by Meier Family Holding Company, LLC and (b) 5% by Meier Management Company, LLC.

4.8.3 Meier Management Company, LLC is 50% owned by Mr. Meier, and 50% owned by Ms. Meier.

4.8.4 Meier Family Holding Company, LLC is 64% owned by Meier Management Company, LLC, and 36% owned by the children of Gilbert Troy Meier and Annette D. Meier.

4.9 Filing of Financing Statements. The Companies will promptly file, or cooperate with Investor in filing, the Financing Statements following the Closing.

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4.10 Proficio Payoff and Lien Release. Within 14 days of the Closing Date, the Companies shall either:

4.10.1 (i) provide evidence of the full repayment of the loan from Proficio Bank, A state chartered commercial bank with an address of 6985 Union Park Center, Suite 150, Cottonwood Heights, Utah 84047 (“Proficio Bank”), which shall be acceptable to Investor in its sole discretion, and (ii) provide Investor with evidence of Proficio Bank’s release of liens, if any, as required upon payoff of that loan; or

4.10.2 provide a Consent to Lien from Proficio Bank, which shall be acceptable to Investor in its sole discretion, in which Proficio Bank agrees that the Bridge Loan and Investor’s lien of the Companies’ assets in accordance with the Security Agreements will not constitute a default under any of the loans from Proficio Bank to the Companies or their affiliates.

5. Investor Covenants, Representations and Warranties. The Investor covenants, represents and warrants to the Companies, as of the date of this Agreement, and as of any and each date that (a) any Conversion Shares are issued, (b) the Warrant is issued, and (c) any Warrant Shares are issued, that:

5.1 Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered by the Investor, and is a valid and binding agreement of the Investor enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to the enforcement of applicable creditors’ rights and remedies.

5.2 Investment Purpose. Except as permitted under Section 9, the Investor is acquiring the Securities on its own account for investment purposes only, and not as a nominee or agent or with a view towards, or for resale in connection with, the public sale or distribution of the Securities.

5.3 Investor Status

5.3.1 Qualification. The Investor is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act, due to each of the Investor’s member being accredited investors for the reasons set forth in their individual Investor Qualification Questionnaires submitted to the Companies.

5.3.2 Broker-Dealer. The Investor is not a “broker” or “dealer” as those terms are defined in Section 3 of the Securities Exchange Act of 1934.

5.3.3 Residence. The Investor is duly organized under the laws of the State of Texas. Each of the Investor’s members are U.S. citizens and a resident of the state set forth after the member’s signature on this Agreement.

5.4 Disclosure. The Investor acknowledges and agrees that:

5.4.1 The Investor has received and carefully read the following documents (collectively, the “Disclosure Documents”):

• The Companies’ (a) draft 2011 and 2012 combined audited financial statements (not including the Meier Property Series, LLC financial statements) and (b) draft reviewed combined financial statements for September 30, 2012 and 2013 (not including the Meier Property Series, LLC financial statements).

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• (a) The 2011 and 2012 audited financial statements of Hard Rock Solutions, Inc., a Utah corporation (“Hard Rock”), and (b) Hard Rock’s draft reviewed combined financial statements for September 30, 2012 and 2013.

• The fully executed Membership Interest Purchase Agreement between Superior Drilling Products, LLC and Hard Rock.

• A draft of SD Company, Inc.’s pending Registration Statement on Form S-1.

5.4.2 The Companies has made available to the Investor, or to the Investor’s attorney, accountant or representative, all other documents that the Investor has requested, and has provided the Investor with answers to all questions concerning its investment in the Securities.

5.4.3 The Investor has requested all documents and other information that the Investor has deemed necessary for making an investment in the Securities, and carefully considered and has, to the extent the Investor believes such discussion necessary, discussed with the Investor’s professional legal, tax and financial advisers the suitability of an investment in the Securities for the Investor’s particular tax and financial situation.

5.5 Reliance on Exemptions. The Investor understands that (a) the Securities are being offered and sold in reliance on specific exemptions from the registration requirements of United States federal securities laws and applicable state securities laws, and (b) that the Companies are relying and will rely, in part, upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth in this Agreement, in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

5.6 Investment Risk. The Investor understands and acknowledges that (a) an investment in the Securities involves a high degree of risk, (b) it is able to bear the associated financial risks, including the loss of some or all of its investment, and (c) it has sought whatever accounting, legal and tax advice that it considers necessary to enter into the Loan Documents.

5.7 No Governmental Review. The Investor understands that no federal or state agency or any other government or governmental agency has (a) passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities, and (b) passed on or endorsed the merits of the Bridge Loan of the Securities.

5.8 Restricted Securities. The Investor understands that (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and (b) the Companies is not obligated to register the Securities under the Securities Act or any state securities laws, or to comply with the terms and conditions of any exemption under those laws.

5.9 Transfer or Resale. The Investor understands that the Securities may not be offered for sale, sold, assigned or transferred unless (a) the Securities are registered under federal and state securities laws, (b) the Investor has delivered to the Companies an opinion of counsel, in a reasonably acceptable form, to the effect that such securities may be sold, assigned or transferred pursuant to an exemption from such registration, or (c) the Investor provides the Companies with reasonable assurance that such securities can be and are being sold, assigned or transferred in accordance with Rule 144 under the Securities Act. However, the Companies (a) understand that the Investor intends to distribute the Conversion Shares and the Warrant to its members, in proportion to their respective membership interests, and (b) consent to such transfers upon receipt of the Assignment Agreement attached as Exhibit G from each assignee.

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5.10 Legends. The Investor understands that (a) the certificates or other instruments representing the Securities will bear a restrictive legend in substantially the following form, in addition to any legends required by applicable securities laws, and (b) the Companies may place a stop-transfer order against the transfer of those certificates or other instruments:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. The securities have been acquired for investment and may not be offered for sale, sold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or applicable state securities laws, or an opinion of counsel, in a generally acceptable form, that registration is not required under said act or applicable state securities laws or unless sold pursuant to Rule 144 under said act.

6. Indemnification. Each party agrees to indemnify, defend, hold harmless and reimburse the other party from and against all claims, losses, causes of action, debts, liabilities, costs, judgments, obligations and expenses (including attorney fees and expenses) incurred in connection with or from the first party’s misrepresentation, breach of representation or warranty or non-fulfillment of any agreement contained in the Loan Documents.

7. Dispute Resolution. The parties will first make a good faith effort to settle by negotiation any dispute regarding this Agreement, the Securities, or the Loan Documents. If a settlement has not been reached within 15 days of beginning that negotiation, then either party may submit the dispute for mediation, and the other party agrees to participate in that mediation proceeding. If a settlement is not reached in the course of the mediation proceeding, then either party may submit the dispute to binding arbitration by a mutually acceptable arbitrator, and the other party agrees to participate in that arbitration proceeding. If the parties cannot agree on an arbitrator, then each party will select one arbitrator, and those two arbitrators will select a third arbitrator who will conduct the arbitration. Any arbitration under this section will be conducted in Dallas County, Texas pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction of the matter. However, this section will not apply to (a) actions for equitable relief, or (b) actions to enforce any mediation or arbitration award. In any action under the preceding clauses (a) or (b), each party waives all rights to a jury trial.

8. Attorney Fees. The substantially Prevailing Party in any mediation, arbitration, other dispute resolution proceeding, or litigation, concerning this Agreement is entitled to reimbursement of its court costs and reasonable attorney fees by the non-prevailing party, including costs and fees incurred on appeal or in a bankruptcy proceeding. “Prevailing Party” means a party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other party of its claim or defense.

9. General Provisions. This Agreement (a) cannot be assigned without the written consent of all parties, (b) will be enforced, governed and construed exclusively under the laws of the State of Texas, and under the jurisdiction of and venue in any appropriate court in Texas, (c) benefits and is binding upon each of the parties and their respective heirs, estate, legal representatives, successors and assigns, as applicable, (d) is not intended for the benefit of any creditors or other third parties, (e) will remain in full force and effect to the extent possible if any portion of this Agreement is declared invalid by a court having jurisdiction, (f) together with the Loan Documents, constitutes the entire agreement of the parties, and supercedes all previous agreements, written or oral, with regard to its subject matter , (g) may only be waived or modified in writing signed by all parties, and (h) may be signed in two or more counterparts, which together constitute one and the same document.

Signatures appear on the next page

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Effective as of the first date written above.

INVESTOR:		COMPANIES:
D4D LLC		SD COMPANY, INC.
By:	Hard 4 Holdings, LLC, its Managing Member
		By:	/s/ G. Troy Meier G. Troy Meier, Chief Executive Officer
By:	/s/ Reid Walker             Reid Walker, its Manager
		SUPERIOR DRILLING PRODUCTS, LLC
		By:	/s/ Annette D. Meir Annette D. Meier, Manager

[Signature Page to Securities Purchase Agreement]

Exhibit A

Secured Convertible Promissory Note

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Exhibit B

SDCI Security Agreement

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Exhibit C

SDP Security Agreement

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Exhibit D

Guarantee of Mr. Meier

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Exhibit E

Guarantee of Ms. Meier

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Exhibit F

Registration Rights Agreement

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Exhibit G

Assignment Agreement

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EX-99.3

Exhibit 3

Execution Version

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SD COMPANY, INC. AND SUPERIOR DRILLING PRODUCTS, LLC

SECURED CONVERTIBLE PROMISSORY NOTE

$2,000,000.00 February 24, 2014

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, on or before February 24, 2016 (the “Maturity Date”), SD Company, Inc., a Utah Corporation (“Borrower Parent”) and Superior Drilling Products LLC , a Utah limited liability company (“Borrower Subsidiary”, and together with Borrower Parent, each a “Borrower” and collectively, the “Borrowers”), each promises to pay to the order of D4D LLC, a Texas limited liability company, or its successors, transferees or assigns (the “Holder”), in lawful money of the United States of America, the principal sum of Two Million and 00/100 Dollars ($2,000,000.00) (the “Loan Amount”), together with interest from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to five percent (5.0 %) per annum, computed on the basis of the actual number of days elapsed in a year of 365 days.

1. Payments.

(a) Payment of Principal and Interest. The principal of and all accrued but unpaid interest on this Note (the “Note Balance”) shall be due and payable as follows: (i) beginning on November 1, 2014 (the “Payment Date”), interest shall begin accruing and 20 minimum payments each in the amount of $50,500 shall be due and payable to Holder on the first day of each calendar month until the earlier of (1) the Note Balance has been paid in full, (2) an automatic or voluntary conversion has occurred pursuant to Section 6(a) or Section 6(c) of this Note, or (3) the Maturity Date; and (ii) the remainder of the Note Balance, if any, shall be due and payable in one payment on the Maturity Date.

(b) Prepayment. The Borrowers shall not be permitted to completely or partially prepay this Note without the written consent of Holder, which shall not be unreasonably withheld, unless the Prepayment Conditions have been satisfied. For purposes of this Note, “Prepayment Conditions” shall mean that (i) Borrower Parent has abandoned its pending Initial Public Offering, and (ii) the termination of that certain Membership Interest Purchase Agreement dated January 28, 2014 (“MIPA”) by and between Borrower Subsidiary, Hard Rock Solutions, LLC, a Utah limited liability company (“Hard Rock”), Hard Rock Solutions, Inc., a Texas corporation and James D. Isenhour, and the abandonment of the transactions contemplated by the MIPA. Upon satisfaction of the Prepayment Conditions, the Borrowers may completely or partially prepay this Note at any time without penalty; provided, however, that the Borrowers must provide Holder with at least 10 business days written notice of their intent to completely or partially repay this Note,

and Holder shall have the right to elect to convert an equivalent amount of the Indebtedness in accordance with Section 6(a) or Section 6(c) of this Note, in lieu of accepting such payment.

2. Security.

This Note is secured by (i) that certain Security Agreement dated the date hereof by and between Holder and Borrower Parent (the “Borrower Parent Security Agreement”), covering certain collateral as more particularly described therein, and (ii) that certain Security Agreement dated the date hereof by and between Holder and Borrower Subsidiary (the “Borrower Subsidiary Security Agreement”, and together with Borrower Parent Security Agreement, each a “Security Agreement”, and, collectively, the “Security Agreements”), covering certain collateral as more particularly described therein. This Note, the Security Agreements and all other documents evidencing, securing, governing, guaranteeing and/or pertaining to this Note are hereinafter collectively referred to as the “Loan Documents.” The Borrowers acknowledge that the Holder is entitled to the benefits and security provided in the Loan Documents.

3. Covenants

(a) Initial Public Offering. The Initial Public Offering contemplated by the Borrower Parent’s draft pending Registration Statement on Form S-1 (“Registration Statement”) shall be consummated, if at all, by Borrower Parent. The Borrowers shall take no action that frustrates the foregoing or causes the Initial Public Offering to take place in any other entity other than Borrower Parent. However, nothing in this Note or the Loan Documents shall require the Borrower Parent to consummate the Initial Public Offering if its Board of Directors determines in good faith that it is not in the best interests of the Borrower Parent’s shareholders to do so.

(b) Join Hard Rock as Co-Borrower. The Borrowers will cause Hard Rock to sign as a co-borrower under this Note within three business days of Borrower Parent closing its purchase of Hard Rock. However, nothing in this Note or the Loan Documents shall require the Borrower Parent to join Hard Rock as a co-borrower if it does not close its acquisition of Hard Rock.

(c) Further Assurances. The Borrowers shall promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note, including, but not limited to, the taking of any action necessary to grant Holder the right to automatically or voluntarily convert this Note into the Conversion Securities (as defined in Section 9) .

4. Events of Default.

The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) Failure to Pay. The Borrowers shall fail to pay when due (i) any principal payment on the due date hereunder; or (ii) any interest payment or other payment required under the terms of this Note or any other agreement relating to the Note on the date due and such payment shall not have been made within five (5) business days of such due date; or

(b) Breaches of Certain Covenants. Either Borrower shall fail to observe or perform any covenant, obligation, condition or agreement made by Borrowers, any subsidiary or guarantor (other than those specified in Section 4(a)) contained in (i) Section 3(a) of this Note, (ii) Sections 13(a), 13(b), 13(c), 13(d), 13(e), 13(f), or 13(g) of the Guarantees, (iii) Sections 4.1, 4.2, 4.4, 4.5, 4.6, 4.7, 4.8, and 4.9 of the Security Agreements and (iv) Sections 4.5 and 4.9 of that certain Securities Purchase Agreement executed as of the same date as this Note (the “Securities Purchase Agreement”);

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(c) Breaches of Other Covenants. Either Borrower shall fail to observe or perform any other covenant, obligation, condition or agreement made by Borrowers, any subsidiary or guarantor (other than those specified in Section 4(a)) contained in any Loan Document, and such failure shall continue unremedied for a period of 30 days after notice thereof from Holder to the Borrowers;

(d) Breaches of Representations and Warranties. Any material representation or warranty made or deemed made by Borrowers, any subsidiary or guarantor in any Loan Document (or any of their respective officers or managers) in any Loan Document or in any certificate, report, notice or financial statement furnished at any time in connection with this Note shall be false, misleading or erroneous in any material respect when made or deemed to have been made;

(e) Other Payment Obligations. Defaults shall exist and be continuing under any agreements of either Borrower with any third party or parties which consist of the failure by such Borrower to pay any indebtedness for borrowed money at maturity and after any applicable grace or cure period or which results in a right by such third party or parties, whether or not exercised, to accelerate the maturity of such indebtedness for borrowed money of such Borrower, in each case, in an aggregate amount in excess of 1,000,000;

(f) Voluntary Bankruptcy or Insolvency Proceedings. Either Borrower or any of their subsidiaries shall, (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of either Borrower or any of their subsidiaries or of all or a substantial part of the assets of either Borrower or any of their subsidiaries, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make an assignment for the benefit of its or any of their subsidiaries’ creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, dissolutions, insolvency, bankruptcy, arrangement, readjustment of debt, reorganization or other relief with respect to either Borrower or its debts under any bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of all or any of its assets by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

(g) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of either Borrower, any of their subsidiaries, or of all or a substantial part of the assets of either Borrower or any of their subsidiaries, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to either Borrower, any of their subsidiaries or the debts of either Borrower or any of their subsidiaries under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within ninety (90) days of commencement; or

(h) Judgments. A final judgment or order, after expiration of all available appeal rights, for the payment of money in excess of $250,000 (exclusive of amounts covered by insurance) shall be rendered against either Borrower and the same shall remain undischarged for a period of 30 days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of the property of either Borrower or any of their subsidiaries, if any and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within 30 days after issue or levy.

5. Rights of Holder upon Default.

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Upon the occurrence of any Event of Default (other than an Event of Default described in Sections 4(f) or 4(g)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to the Borrowers, declare all outstanding Indebtedness payable by the Borrowers hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. Upon the occurrence of any Event of Default described in Sections 4(f) or 4(g), immediately and without notice, all outstanding Obligations payable by the Borrowers hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, the Holder may, exercise any other right power or remedy granted to it herein, under the other Loan Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both.

6. Conversion; Change of Control.

(a) Automatic Conversion upon a Qualified Equity Financing. In the event Borrower Parent consummates, prior to the Maturity Date, the Initial Public Offering or any other Qualified Equity Financing, thenthe Note Balance shall automatically convert into:

(i) that number of fully paid and nonassessable shares of the Borrower Parent’s equity securities of the same class issued under the Qualified Equity Financing (“Conversion Shares”) equal to the quotient obtained by dividing (x) the Note Balance by (y) the applicable Note Conversion Price (as defined in Section 9, below); and

(ii) a stock purchase warrant (the “Warrant”), which shall be substantially in the form of Exhibit A attached hereto, to purchase that number of shares of the Borrower Parent’s Common Stock equal to the number of Conversion Shares (the “Warrant Shares”) for the applicable Warrant Exercise Price (as defined in Section 9, below).

(b) Automatic Conversion Procedure. The issuance of Conversion Securities upon conversion of the Note Balance shall be upon the terms and subject to the conditions no less favorable than the terms and conditions of the Qualified Equity Financing, except that Conversion Shares issued in the Initial Public Offering will be restricted common stock, and not publicly traded common stock. The Holder agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement mutually and reasonably acceptable to Borrower Parent and the Holder whereby the Holder agrees to indemnify Borrower Parent from any loss incurred by it in connection with this Note) at the closing of the Qualified Equity Financing for cancellation; provided, however, that upon satisfaction of the conditions set forth in this Section 6(b), this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence.

(c) Optional Conversion.

(i) Non-Qualified Equity Financing. Upon the consummation of an equity financing that is not a Qualified Equity Financing or a Permitted Issuance (such financing, a “Non-Qualified Equity Financing”), all or a portion of the Note Balance shall be convertible at the option of the Holder into:

(1) that number of fully paid and nonassessable shares of the equity security sold by Borrower Parent in such Non-Qualified Equity Financing (“Non-Qualified Financing Shares”) determined by dividing (x) the Note Balance by (y) the applicable Note Conversion Price.

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(2) a Warrant to purchase the same number of shares of Common Stock as the Non-Qualified Financing Shares (also, the “Warrant Shares”) for the lesser of (a) applicable Warrant Exercise Price, or (b) the exercise price of any warrants issued in the Non-Qualified Equity Financing.

Borrower Parent shall give Holder at least 30-days’ prior written notice of any contemplated Non-Qualified Equity Financing. As a condition precedent (which may be waived by Borrower Parent) to issuance of the Non-Qualified Financing Shares and the Warrant, the Holder will be required to execute the transaction documents prepared in connection with the Non-Qualified Equity Financing; provided, however, that such transaction documents are on terms no less favorable with respect to such Non-Qualified Financing Stock than the terms of the transaction documents entered into with all other purchasers of the Non-Qualified Financing Stock.

(ii) Change of Control. Upon notice of a Change of Control of Borrower Parent that is not a Permitted Issuance, all or a portion of the Note Balance shall be convertible at the option of the Holder into that number of fully paid and nonassessable shares of the equity security sold by Borrower Parent in such Change of Control (“Change of Control Shares”) determined by dividing (x) the Note Balance by (y) the applicable Note Conversion Price. In addition, Borrower Parent shall issue a Warrant to purchase the same number of shares of Common Stock as the Change of Control Shares (also, the “Warrant Shares”) for the lesser of (a) applicable Warrant Exercise Price, or (b) the exercise price of any warrants issued in the Change of Control transaction. The Borrowers shall provide Holder notice of any Change of Control in accordance with Section 10(c) below.

(d) Optional Conversion Procedure. Before the Holder shall be entitled to convert this Note into shares of Borrower Parent’s stock pursuant to Section 6(c)(ii), it shall surrender this Note, duly endorsed, at the office of Borrower Parent and shall give written notice to Borrower Parent at its principal corporate office, of the election to convert the same pursuant to Section 6(c)(ii), and shall state therein the amount of the unpaid principal and accrued interest of this Note, as applicable, to be converted and the name or names in which the Convertible Securities are to be issued. Borrower Parent shall, as soon as practicable thereafter, issue and deliver to the Holder a certificate or certificates for the Non-Qualified Financing Shares or the Change of Control Shares, as applicable (bearing such legends as are required by the applicable stock purchase agreement and applicable state and federal securities laws in the opinion of counsel to Borrower Parent), together with a replacement Note (if any principal amount is not converted) and any other securities and property to which Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described in Section 6(f). If Holder elects to exercise its option to convert pursuant to Section 6(c)(i), such conversion shall be deemed to have been made upon the consummation of the Non-Qualified Equity Financing and the Person or Persons entitled to receive the Non-Qualified Financing Shares shall be treated as the record investor(s) as of such time.

(e) Issuance to Members of Holder. Holder shall have the option, at its sole discretion, to cause the Borrowers to issue the Conversion Securities directly to its members in accordance with their membership percentages, subject to the requirements of the Securities Purchase Agreement. Any such members shall have the same rights and obligations as Holder under this Note.

(f) Fractional Shares; Interest. No fractional shares shall be issued upon conversion of this Note. In lieu of Borrower Parent issuing any fractional shares to the Holder upon the conversion of this Note, Borrower Parent shall pay to Holder an amount equal to the product obtained by multiplying the applicable conversion price by the fraction of a share not issued pursuant to the previous sentence. In addition, to the extent not converted into shares of capital stock, Borrower Parent shall pay to Holder any interest accrued on the amount converted and on the amount to be paid to Borrower Parent pursuant to the previous sentence.

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(g) Deliver of Note; Lost Note Indemnification. At the closing of any optional conversion under this Section 6(c) for cancellation, the Holder agrees to deliver (i) the original of this Note, or (ii) a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement mutually and reasonably acceptable to Borrower Parent and Holder whereby Holder agrees to indemnify Borrower Parent against the claims of any Persons claiming an interest in this Note after conversion and issuance of the Conversion Securities to the Holder.

(h) Effect of Conversion. Upon issuance of the Conversion Securities, (a) this Note automatically shall be deemed converted, fully paid, cancelled, and (b) the Borrowers shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to Borrower Parent for cancellation.

7. Required Notices.

The Borrowers will provide the Holder with written notice in the event of:

(i) If any of the following actions is to be taken in connection with a Qualified Equity Financing, Initial Public Offering, Non-Qualified Equity Financing, or Change of Control: Any taking by either Borrower of a record of the holders of any class of securities of the Borrowers for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

(ii) Any capital reorganization of the Borrowers, any reclassification or recapitalization of the capital stock of the Borrowers or any transfer of all or substantially all of the assets of the Borrowers to any other Person or any consolidation or merger involving the Borrowers; or

(iii) Any Qualified Equity Financing, Non-Qualified Equity Financing, or Change of Control; or

(iv) Any Initial Public Offering; or

(v) Any voluntary or involuntary dissolution, liquidation or winding-up of the Borrowers.

The Borrowers will mail to Holder at least ten (10) days prior to the earliest date specified therein, a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and the amount and character of such dividend, distribution or right, but only if such action is to be taken in connection with a Qualified Equity Financing, Initial Public Offering, Non-Qualified Equity Financing, or Change of Control; and (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, Qualified Equity Financing, Non-Qualified Equity Financing, Change of Control, Initial Public Offering, dissolution, liquidation or winding-up is expected to become effective and, if applicable, the record date for determining stockholders entitled to vote thereon. Notwithstanding any other provision herein, to the extent that Holder exercises its right to convert pursuant to Section 6(c)(ii), Holder’s right to convert the shares shall be exercised at the time of and in connection with the closing of the Change of Control of Borrower Parent.

8. Definitions.

As used in this Note, the following additional capitalized terms have the following meanings:

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“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 34% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Change of Control” shall mean a change in ownership or control of the Company effected through any of the following transactions:

(a) a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction, or

(b) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets in liquidation or dissolution of the Company, or

(c) the acquisition, directly or indirectly by any Person or related group of Persons (other than the Company or a Person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a stock purchase transaction or a tender or exchange offer made directly to the Company’s stockholders (except that the sale by the Company of shares of its capital stock to non-Affiliate third parties in bona fide capital raising transactions shall not be deemed to be a Change of Control for this purpose).

In no event shall any public offering of the Company’s securities be deemed to constitute a Change of Control.

“Common Stock” means the restricted common stock of Borrower Parent.

“Conversion Securities” means the Conversion Shares, the Non-Qualified Financing Shares, or the Change of Control Shares, as applicable, and the Warrant.

“Conversion Shares” means any shares of Borrower Parent’s fully paid and nonassessable shares of equity securities issued in accordance with any automatic or voluntary conversion of this Note under Section 6, rounded down to the next whole share.

“Effective Date” means the date first written above.

“Guarantees” means that certain Guaranty dated as of the date hereof by and between Holder and Gilbert Troy Meier, and that certain Guaranty dated as of the date hereof by and between Annette D. Meier.

“Indebtedness” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Borrowers to the Holder of every kind and description, now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by the Borrowers hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States

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Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

“Initial Public Offering” shall mean the closing of Borrower Parent’s first firm commitment underwritten initial public offering of the Common Stock pursuant to a registration statement filed under the Securities Act.

“Note Conversion Price” means 70% of the per share purchase price paid for (i) the Qualified Financing Securities by the investors in the Qualified Equity Financing. (ii) the Non-Qualified Financing Stock issued to the investors in the Non-Qualified Financing, or (iii) the Change of Control Stock transferred to the recipients in connection with a Change of Control, in which this Note is converted, as applicable.

“Permitted Issuance” shall have the meaning given such term in the definition of Qualified Equity Financing.

“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Qualified Equity Financing” means an Initial Public Offering or any other transaction (or series of related transactions occurring within any six-month period) after the date of this Note in which Borrower Parent issues and sells its equity securities in exchange for aggregate gross proceeds of at least thirty million dollars ($30,000,000) (excluding Permitted Issuances and any amounts received upon conversion or cancellation of indebtedness) in any transaction that is approved by Borrower Parent’s Board of Directors as a “Qualified Equity Financing”. None of the following issuances of securities (each a “Permitted Issuance”) shall constitute a Qualified Equity Financing:

(i) this Note, the Conversion Securities or the Warrant Shares;

(ii) securities issued in connection with any stock or unit split of or stock or unit dividend on Borrower Parent’s securities;

(iii) securities issued to Borrower Parent’s employees, officers, directors, consultants, advisors or service providers pursuant to any plan, agreement or similar arrangement approved by either Borrower’s Board of Directors;

(iv) securities issued to banks or equipment lessors;

(v) securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships;

(vi) securities issued in connection with a bona fide business acquisition of or by either Borrower (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise);

(vii) securities issued for a charitable purpose;

(viii) any right, option or warrant to acquire any security convertible into or exercisable for the securities listed in clauses (i) through (vii) above.

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“Qualified Financing Securities” means the equity securities issued by Borrower Parent in a Qualified Equity Financing, with such rights, preferences, privileges and restrictions, contractual or otherwise, as are applicable to the securities issued by Borrower Parent in the Qualified Equity Financing.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Warrant Exercise Price” means (a) 100% of the per share purchase price paid for (i) the Qualified Financing Shares by the investors in the Qualified Equity Financing. (ii) the Non-Qualified Financing Shares issued to the investors in the Non-Qualified Financing in which this Note is converted, or (b) 70% of the per share purchase price paid for the Change of Control Shares transferred to the recipients in connection with a Change of Control in which this Note is converted.

9. Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof.

(a) Generally. Subject to the restrictions on transfer described in Section 9(b), the rights and obligations of the Borrowers and the Holder under this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(b) Permitted Transfer. With respect to any offer, sale or other disposition of the Conversion Securities, the Holder shall comply with the terms of the Securities Purchase Agreement, including Section 5.9 thereof. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Borrowers. Prior to presentation of this Note for registration of transfer, the Borrowers shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Borrowers shall not be affected by notice to the contrary.

(i) Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Borrowers without the prior written consent Holder, which consent will not unreasonably be withheld.

10. Miscellaneous

(a) No Rights as Shareholders. This Note does not entitle the Holder to any voting or other rights as a shareholder of the Company unless and until to the conversion hereof under Section 6(a) or 6(c).

(b) Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Borrowers and the Holder.

(c) Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties at such address or facsimile number as the Borrowers shall have furnished to the Holder, or the Holder may have furnished to the Borrowers, in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.

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(d) Payment. Unless converted into Borrower Parent’s equity securities pursuant to the terms hereof, payment shall be made in lawful tender of the United States.

(e) Usury. In the event any interest is paid on this Note that is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

(f) Waivers. The Borrowers hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

(g) Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions of the State of Texas, or of any other state.

(h) Counterparts. This Note may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the parties hereto, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(Signature Page Follows)

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The Borrowers have caused this Note to be signed as of the date first written above.

BORROWERS:
SD Company, Inc., a Utah corporation
By:	/s/ G. Troy Meier
G. Troy Meier, Chief Executive Officer
Superior Drilling Products, LLC., a Utah limited liability company
By:	/s/ Annette Meier
Annette Meier, Manager

Accepted:
HOLDER:
D4D LLC, a Texas limited liability company
	By: Hard 4 Holdings, LLC, its Managing Member
	By:	/s/ Reid Walker
	Name: Reid Walker
	Title: Manager

[Signature Page to Secured Convertible Promissory Note]

EX-99.4

Exhibit 4

Execution Version

No.              Issue Date:                     

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

SD COMPANY, INC.

COMMON STOCK PURCHASE WARRANT

THIS STOCK PURCHASE WARRANT (this “Warrant”) certifies that D4D LLC, a Texas limited liability company, or its assignee(s) (each a “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, during the Term, but not thereafter, to subscribe for and purchase from SD Company, Inc., a Utah corporation (the “Company”), shares of the Company’s restricted Common Stock (the “Shares”) as set forth herein. This Warrant is issued in connection with that certain Secured Convertible Promissory Note dated on or about the date hereof by and between Holder and Company (the “Note), which is (a) automatically convertible into Qualified Financing Shares, or (b) voluntarily convertible into Non-Qualifying Financing Shares or Change of Control Shares, as those terms are defined in the Note, in accordance with the Note’s terms (collectively, the “Conversion Shares”). The following is a statement of the rights of the Holder of this Warrant and the conditions to which this Warrant is subject, to which the Holder, by the acceptance of this Warrant, agrees:

Section 1. Certain Definitions. Any capitalized terms that are not defined in this Warrant shall be defined as set forth in the Note.

1.1 “Change of Control” shall mean a change in ownership or control of the Company effected through any of the following transactions:

(a) a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction, or

(b) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets in liquidation or dissolution of the Company, or

(c) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a stock purchase transaction or a tender or exchange offer made directly to the Company’s stockholders (except that the sale by the Company of shares of its capital stock to investors in bona fide capital raising transactions shall not be deemed to be a Change of Control for this purpose).

In no event shall any public offering of the Company’s securities be deemed to constitute a Change of Control.

1.2 “Change of Control Shares” means the equity securities sold by the Company in a Change of Control.

1.3 “Exercise Price” means (a) 100% of the per share purchase price paid for (i) the Qualified Financing Shares by the investors in the Qualified Equity Financing. (ii) the Non-Qualified Financing Shares issued to the investors in the Non-Qualified Financing in which the Note was converted, or (b) 70% of the per share purchase price paid for the Change of Control Shares transferred to the recipients in connection with a Change of Control in which the Note was converted.

1.4 “Expiration Date” shall mean the fourth anniversary of the Offering Date.

1.5 “IPO” means a firm commitment underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement declared effective by the Securities and Exchange Commission.

1.6 “Non-Qualified Equity Financing” means any equity financing other than a Qualified Equity Financing.

1.7 “Non-Qualified Financing Shares” means that number of fully paid and nonassessable shares of the equity security sold by the Company in such Non-Qualified Equity Financing.

1.8 “Offering Date” shall mean the date of the consummation of a Qualified Equity Financing.

1.9 “Qualified Equity Financing” means an Initial Public Offering or any other transaction (or series of related transactions occurring within any six-month period) after the date of this Note in which the Company issues and sells its equity securities in exchange for aggregate gross proceeds of at least thirty million dollars ($30,000,000) (excluding Permitted Issuances and any amounts received upon conversion or cancellation of indebtedness) in any transaction that is approved by the Company’s Board of Directors as a “Qualified Equity Financing”. None of the following issuances of securities (each a “Permitted Issuance”) shall constitute a Qualified Equity Financing:

(i) the Note, the Conversion Securities, or the Warrant Shares;

(ii) securities issued in connection with any stock or unit split of or stock or unit dividend on the Company’s securities;

(iii) securities issued to the Company’s employees, officers, directors, consultants, advisors or service providers pursuant to any plan, agreement or similar arrangement approved by the Company’s Board of Directors;

(iv) securities issued to banks or equipment lessors;

(v) securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships;

(vi) securities issued in connection with a bona fide business acquisition of or by the Company (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise);

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(vii) securities issued for a charitable purpose;

(viii) any right, option or warrant to acquire any security convertible into or exercisable for the securities listed in clauses (i) through (vii) above.

1.10 “Qualified Financing Shares” means the equity securities issued by the Company in a Qualified Equity Financing, with such rights, preferences, privileges and restrictions, contractual or otherwise, as are applicable to the securities issued by the Company in the Qualified Equity Financing.

1.11 “Term” shall mean the date that this Warrant is issued, as specified at the top of this Warrant, upon Conversion of the Note and ending on the Expiration Date.

1.12 “Warrant Shares” shall have the meaning set forth in Section 2.1.

Section 2. Exercise of Warrant.

2.1 Holder shall be entitled, upon the terms and subject to the conditions set forth herein, for the Term of this Warrant, to subscribe for and purchase, for the Exercise Price, a number of Shares computed as follows (each, the “Warrant Shares”):

(a) that number of Shares equal to the number of Qualified Financing Shares issued to the Holder upon conversion of the Note upon the occurrence of a Qualified Equity Financing.

(b) that number of Shares equal to the number of Non-Qualified Financing Shares issued to the Holder upon conversion of the Note; or

(c) that same number of Shares equal to the number of Change of Control Shares issued to the Holder upon conversion of the Note.

Section 3.

3.1 The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed at the Company’s principal executive office (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and upon payment of the aggregate Exercise Price of the Warrant Shares thereby purchased (by cash or by check or bank draft payable to the order of the Company); whereupon the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Warrant Shares so purchased shall be and be deemed to be issued to the Holder as the record owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been exercised as aforesaid or on such later date requested by the Holder or on such earlier date agreed to by the Holder and the Company.

3.2 In lieu of exercising this Warrant by payment of cash or check or bank draft payable to the order of the Company pursuant to Section 2.1 above, the Holder may elect to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being exercised), at any time after the date hereof and before the close of business on the Expiration Date, by surrender of this Warrant at the principal executive office of the Company, together with the Notice of Conversion annexed hereto, in which event the Company will issue to the Holder, Shares in accordance with the following formula:

X	=	Y (A-B)
		A

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Where,	X	=	The number of Warrant Shares
	Y	=	The number of Conversion Shares issued to Holder
	A	=	The Fair Market Value of one Share at the time of exercise; and
	B	=	The Exercise Price.

(a) For purposes of this Section 2.2, the “Fair Market Value” of a Share is defined as follows:

(i) If the exercise is conditional upon a Change of Control, then the fair market value shall be the per share value received in such Change of Control.

(ii) If the Common Stock is traded on a securities exchange, then the value shall be deemed to be the average of the closing prices on such exchange or market over the thirty (30) day period ending three (3) days prior to the date of the Notice of Conversion;

(1) if the Common Stock is actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the date of the Notice of Conversion; or

(iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

Section 4. Nonassessable. The Company covenants that all Shares which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof. Certificates for Shares purchased hereunder shall be delivered to the Holder promptly after the date on which this Warrant shall have been exercised.

Section 5. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current fair market value (determined in accordance with Section 2.2(a)) of a Share shall be paid in cash to the Holder.

Section 6. Assignment. Subject to compliance with the Securities Purchase Agreement, including Section 5.9 thereof, this warrant shall be assignable, in whole or in part, to any assignee of Holder, including, but not limited to, the members of Holder (each, a “Member”) pro rata in proportion to their membership percentages. If Holder desires to assign this Warrant to its Members, Holder shall surrender this Warrant to the Company, who shall, within 5 business days of such surrender, re-issue the rights represented by this Warrant to the Members in accordance with their respective membership percentages (the “Reissued Warrant”), and shall comply with the requirements of Section 5.9 under the Securities Purchase Agreement. The Reissued Warrant shall be issued upon terms and conditions no less favorable than those contained in this Warrant. Upon assignment duly completed under the terms of this section, each assignee shall have the rights of Holder under this Agreement.

Section 7. Charges, Taxes and Expenses. Issuance of certificates for Shares upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder.

Section 8. No Rights as Shareholders. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

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Section 9. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, a Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or legal holiday.

Section 10. Adjustments. The Exercise Price and the number of Shares purchasable hereunder are subject to adjustment from time to time as set forth in this Section 9.

10.1 Reclassification, etc. If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities or any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 9.

10.2 Subdivision or Combination of Shares. In the event that the Company shall at any time subdivide the outstanding securities as to which purchase rights under this Warrant exist, or shall issue a stock dividend on the securities as to which purchase rights under this Warrant exist, the number of securities as to which purchase rights under this Warrant exist immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding securities as to which purchase rights under this Warrant exist, the number of securities as to which purchase rights under this Warrant exist immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.

10.3 Cash Distributions. No adjustment on account of cash dividends or interest on the securities as to which purchase rights under this Warrant exist will be made to the Exercise Price under this Warrant.

Section 11. Notice of Certain Events. The Company shall provide the Holder with at least twenty (20) days notice prior to the closing of a Change of Control (similar in manner and in substance to the notice provided by the Company to its stockholders and/or optionholders).

Section 12. Miscellaneous.

12.1 Loss, Theft, Destruction or Mutilation of Warrant. 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, delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new Warrant executed in the same manner as this Warrant and of like tenor and amount.

12.2 Waivers and Amendments. This Warrant and the obligations of the Company and the rights of the Holder under this Warrant may be amended, waived, discharged or terminated (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of the Company and Holder. Any amendment, waiver discharge or termination effected in accordance with this Section 12.2 shall be binding upon each Holder and the Company.

12.3 Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the

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respective addresses of the parties at such address or facsimile number as the Company shall have furnished to the Holder, or the Holder may have furnished to the Company, in writing.

12.4 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

12.5 Successors and Assigns. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights under this Warrant are transferable in whole or in part by the Holder to any person or entity upon written notice to the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new warrants. Except as otherwise expressly provided in this Warrant, the provisions of this Warrant shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Company and the Holder.

12.6 Delays or Omissions. 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 Warrant shall impair any such right, power, or remedy of the Holder nor shall it be construed to be a waiver of any such breach or default, or an 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 therefore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of the Holder of any breach or default under this Warrant or any waiver on the part of the Holder of any provisions or conditions of this Warrant must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to the Holder, shall be cumulative and not alternative.

12.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Warrant are for convenience of reference only and are not to be considered in construing this Warrant.

12.8 Construction. The language used in this Warrant will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

12.9 Governing Law. This Warrant shall be governed by and construed under the laws of the State of Utah, without regard to conflicts of law principles.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to be executed by its duly authorized officer.

COMPANY:

SD Company, Inc.

By:

Name:

Title:

ACCEPTED AND AGREED TO BY HOLDER:
D4D LLC
	By: Hard 4 Holdings, LLC, its Managing Member
	By:
	Name: Reid Walker
	Title: Manager

[Signature Page to Warrant]

NOTICE OF EXERCISE

TO: SD Company, Inc.

[Address]

1. The undersigned hereby elects to purchase             shares (the “Shares”) of the             Stock of SD Company, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full.

2. Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

Name:

Address:

3. The undersigned confirms that the undersigned is an “accredited investor”, and that the Shares are being acquired for the account of the undersigned for investment only 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 selling the Shares.

(Date)	(Signature)
	(Print Name)

NOTICE OF CONVERSION

TO: SD Company, Inc.

[Address]

1. The undersigned hereby elects to convert the attached Warrant into             shares (the “Shares”) of the             Stock (the “Shares”) of SD Company, Inc. pursuant to Section 2.2 of such Warrant, which conversion shall be effected pursuant to the terms of the attached Warrant.

2. Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

Name:

Address:

3. The undersigned represents that the undersigned is an “accredited investor,” and that the Shares 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.

(Date)	(Signature)
	(Print Name)

EX-99.5

Exhibit 5

Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (“Agreement”), is entered into as of February     , 2014 by and between SD COMPANY, INC., a Utah corporation (the “Company”), and each of the persons listed on Exhibit A (individually and together, the “Investor”).

BACKGROUND

A. The Investor and the Company have entered into a Securities Purchase Agreement, dated as of this same date (the “Purchase Agreement”), under which the Investor is purchasing from the Company a $2 million Secured Convertible Promissory Note, dated as of this same date (“Note”). Under the Note, all amounts owed under the Note (“Indebtedness”) may, in certain circumstances, convert automatically or voluntarily (each a “Conversion”) into (a) shares of the Company’s restricted common stock (“Conversion Shares”), and (b) a Stock Purchase Warrant (“Warrant”) to purchase additional shares of the Company’s restricted common stock (“Warrant Shares”).

B. As a condition of closing the transactions contemplated under the Purchase Agreement, the Company has agreed to grant the Investor registration rights, upon any Conversion, with respect to the Conversion Shares and the Warrant Shares (together, the “Shares”), on the terms and conditions set forth in this Agreement.

AGREEMENT

The parties hereby agree as follows:

1. Registration Obligation. Except as otherwise stated in this Agreement, upon receipt of the written request of an Investor to the Company under Section 3 (“Registration Request”), the Company will file a Registration Statement with the Securities and Exchange Commission (“SEC”) requesting the registration of the Registerable Securities for resale under the Securities Act of 1933 (“Securities Act”). The Company will use its best efforts to cause the SEC to declare that Registration Statement effective, within 90 days from the filing of that Registration Statement.

2. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings :

2.1 “Register,” “registered,” and “registration” refer to preparing and filing a Registration Statement with the SEC, and the SEC’s subsequent declaration or ordering of effectiveness of that Registration Statement.

2.2 “Registerable Securities” means (a) the Shares, (b) any other shares of common stock held by the Investor (“Other Securities”), (c) any shares of common stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares or the Other Shares, or (d) any shares of common stock issued or issuable upon the conversion or exercise of any option, warrant, preferred stock, or other security convertible into shares of common stock. However, Registerable Securities do not include shares sold (i) by a person in a transaction in which such person’s rights under this Agreement are not assigned, (ii) to or through a broker, dealer or underwriter in a public distribution or a public securities transaction, or (iii) in a transaction exempt from the registration and prospectus delivery requirements of Section 4(1) of the Securities Act so that all transfer restrictions and restrictive legends, if any, are removed upon the consummation of that sale.

2.3 “Registration Statement” means a registration statement which covers the Registerable Securities, and which is filed with the SEC in compliance with the Securities Act of 1933 (the “Securities Act”).

2.4 “Subject Shares” means the Registerable Securities that an Investor requests to be registered in a Registration Statement.

3. Piggyback Registration Rights.

3.1 Scope. Except as otherwise stated in this Agreement, the Investor shall have the right (“Piggyback Rights”) to include all or part of the Registerable Securities in any two Registration Statements on either Form S-1 or S-3 filed by the Company in connection with a public offering of securities by the Company or by any other shareholder of the Company (each a “Piggyback Registration Statement”). However, the Investor shall not have Piggyback Rights as to (a) registrations relating solely to employee benefit plans, (b) registrations on any form that does not permit secondary sales, (c) the Company’s first underwritten registered public offering, or (d) if all the Registerable Securities are eligible for resale under Rule 144 of the Securities Act, not including any Blackout Period.

3.2 Registration Notice. If the Company proposes to file a Piggyback Registration Statement, then it shall give the Investor written notice of such proposed filing (a “Registration Notice”) at least 45 days before the anticipated filing date of the Piggyback Registration Statement. The Registration Notice shall offer the Investor the opportunity to include all or part of the Registerable Securities in the Piggyback Registration Statement.

3.3 Registration Request. In order to exercise its rights under Section 3.1, the Investor must deliver a Registration Request to the Company within 20 days after receiving a Registration Notice. Each Registration Request must specify (a) the number of Subject Shares, and (b) the Investor’s intended method of disposing of the Subject Shares. If the Company timely receives a Registration Request, then the Company shall include in the Piggyback Registration Statement (and any related qualifications or compliance filings under applicable state securities laws), and in any underwriting involved in the registration, all or any portion of the Subject Shares.

3.4 Underwritten Offerings

3.4.1 Conditions to Inclusion. The Company shall not be required to include any Subject Shares in a Piggyback Registration Statement unless (a) the Investor accept the terms of the underwriting as agreed on between the Company and the underwriters selected by it and (b) the Investor completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of the underwriting agreement (collectively, the “Underwriting Documents”); provided, however, that (i) the Investor shall only be required to complete and execute such Underwriting Documents to the same extent required of other similarly situated selling shareholders, if any, participating in the underwriting, and (ii) the terms of the Underwriting Documents required of Investor shall be upon terms and subject to the conditions no less favorable than the terms and conditions of any other applicable Underwriting Document executed in connection with the underwriting.

3.4.2 Limits on Inclusion.

(a) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Investor (if the Investor has elected to include Registerable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of common stock proposed to be included in such registration, including all Registerable Securities and all other shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of common stock that the Company proposes to sell; (ii) second, the number of shares of common stock requested to be included therein by the Investor; and (iii) third, the number of shares of common stock requested to be included therein by other holders of common stock, allocated among such holders in such manner as they may agree; provided, however, that to the extent that Investor is unable to include substantially the number of shares of

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common stock requested to be included in the Investor’s Registration Request, the Company, in accordance with Section 8.1, shall be required to pay all fees and expenses associated with including the Registerable Securities in an additional Registration Statement.

(b) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of common stock other than Investor, and the managing underwriter advises the Company in writing that in its opinion the number of shares of common stock proposed to be included in such registration, including all Investor’s Registerable Securities and all other shares of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of common stock requested to be included therein by the holder(s) requesting such registration and by Investor, allocated pro rata among such holders on the basis of the number of shares of common stock (on a fully diluted, as converted basis) and the number of common stock, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the number of shares of common stock requested to be included therein by other holders of common stock, allocated among such holders in such manner as they may agree.

3.5 Lock Up. The Investor agrees, if requested by the underwriters in a public offering, to not to sell any common stock that they hold or may hold for a period of 90 days (or such other number of days as the underwriters may require) following the Effective Date of any Piggyback Registration Statement. “Effective Date” means the date that the SEC declares a filed Registration Statement to be effective.

3.6 Withdrawal. If at any time, an Investor disapproves of the terms of any offering in which it has elected to exercise its Piggyback Rights, then the sole remedy of the Investor shall be to withdraw from that offering and the related Piggyback Registration Statement, by giving written notice to the Company and any underwriter. Such withdrawal, however, shall not impair the Investor from exercising its Piggyback Rights with regard to another or future Piggyback Registration Statement.

3.7 Delay of Registration. No Investor will have any right to obtain or seek an injunction restraining or otherwise delaying any Piggyback Registration Statement as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.

3.8 Decision Not to File. If the Company decides not to file a Piggyback Registration Statement after sending a Registration Notice, then the Investor shall not be entitled to have the Subject Shares registered at such time.

4. Effective Period. The Company will keep the Registration Statement effective until the earlier of (a) the date all of the Registerable Securities registered under the Registration Statement have been sold, or (b) the date on which the Registerable Securities may be sold in compliance with Rule 144(d) under the Securities Act (the “Effective Period”). However, the Effective Period will be extended by the aggregate number of days that the Investor is required to suspend sales of the Registerable Securities under Section 5.

5. Blackout Period

5.1 Notwithstanding any other provision of this Agreement, the Company may (a) postpone the filing of a Registration Statement, (b) allow a Registration Statement to fail to be effective or usable, or (c) elect that an effective Registration Statement will not be usable, for a reasonable period of time not in excess of 90 days (a “Blackout Period”), if:

5.1.1 the Company’s Board of Directors determines in good faith that the registration and distribution of the Registerable Securities (or the use of the Registration Statement or the prospectus contained in the Registration Statement (“Prospectus”)) would (a) interfere with any proposed or pending material corporate

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transaction involving the Company or any of its subsidiaries, (b) require premature disclosure of such transaction, or (c) require the Company to disclose information that the Company has not otherwise made public and that the Company reasonably determines is in the best interests of the Company not to disclose at such time,

5.1.2 the Prospectus at any time includes (a) an untrue statement of a material fact or (b) omits to state a material fact required to be stated in the Prospectus, or necessary to make the statements in the Prospectus not misleading, in the light of the circumstances then existing, or

5.1.3 (a) the SEC issues a stop order suspending the effectiveness of any Registration Statement, (b) any state securities commission suspends the qualification of the Registerable Securities for offering or sale in any jurisdiction, or (c) an action relating to any such proceeding is initiated.

5.2 Blackout Notice. In each of the above cases, the Company must notify the Investor in writing (“Blackout Notice”) not later than five business days after such determination or occurrence.

5.3 Suspension of Sales. Each Investor agrees that, upon receipt of a Blackout Notice, the Investor will immediately discontinue disposition of its Registerable Securities under any Registration Statement until (a) such Investor’s receipt of a supplemented or amended Prospectus, or (b) until it is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Investor will deliver to the Company all copies, other than permanent file copies then in such Investor’s possession, of the Prospectus covering the Registerable Securities that was current at the time of the Blackout Notice.

6. Obligations of the Company. Whenever required under this Agreement to register any of any Registerable Securities, the Company shall do the following, as expeditiously as reasonably possible:

6.1 Registration Statement. The Company will prepare and file with the SEC (a) a Registration Statement with respect to such Registerable Securities and use its best efforts to cause such Registration Statement to become effective, and (b) such amendments and supplements to the Registration Statement and the Prospectus as may be necessary to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of the Registerable Securities.

6.2 Investor Documents. The Company will furnish to the Investor (a) each version of the Registration Statement or Prospectus at least five days before it is filed with the SEC, (b) the numbers of copies of the Prospectus as the Investor may reasonably request, and (c) such other documents as the Investor may reasonably request in order to facilitate the disposition under the Registration Statement of the Registerable Securities owned by it.

6.3 State Qualifications. The Company will use its best efforts to register and qualify the Registerable Securities covered by the Registration Statement, or to comply with the requirements of any available exemption, under the state securities laws of any jurisdictions that are reasonably requested by the Investor, except that the Company will not be required to qualify to do business in any such states or jurisdictions in order to comply with this requirement.

6.4 Notice of Certain Events. The Company will notify any Investor with Registerable Securities covered by the Registration Statement if:

6.4.1 the Prospectus includes (a) an untrue statement of a material fact or (b) omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances then existing, or the SEC issues a stop order suspending the effectiveness of any Registration Statement under the Securities Act,

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6.4.2 any state securities commission suspends the qualification of the Registerable Securities for offering or sale in any jurisdiction, or disallows any claimed exemption, or

6.4.3 an action relating to any such proceeding is initiated.

6.5 CUSIP Number. The Company will provide the Company’s transfer agent and registrar a CUSIP number for all Registerable Securities, in each case not later than the Effective Date of a Registration Statement.

7. Information Regarding Investor. The Company will have no obligation to register any Registerable Securities under this Agreement unless and until the Investor promptly furnish to the Company all information that the Company reasonably requires in order to effect the registration of the Investor’s Registerable Securities, including the information specified in Item 507 of Regulation S-K under the Securities Act regarding (a) the Investor, (b) the Registerable Securities held by it, and (c) the intended method of disposition of such securities. In addition, each Investor as to which a Registration Statement is being effected agrees to furnish promptly to the Company, for so long as the Investor holds any Registerable Securities, all information required to be disclosed in order to make any information previously furnished to the Company by such Investor not materially misleading.

8. Expenses of Registration

8.1 Company’s Obligation. The Company will pay all expenses incurred in connection with including Registerable Securities in one Registration Statement, including (without limitation) (a) all registration, filing, qualification, printers’ and accounting fees, (b) the reasonable fees and disbursements of one counsel for the selling Investor selected by it with the approval of the Company, which approval will not be unreasonably withheld, (c) the fees and disbursements of counsel for the Company, and (d) any underwriters’ discounts or commissions associated with Registerable Securities. If the Investor desires to include Registerable Securities in subsequent Registration Statement, then the Investor will be responsible for paying all of the above expenses incurred by the Company with respect to the inclusion of the Registerable Securities in the subsequent Registration Statement; provided, however, that if Investor was prevented from registering substantially the number of shares requested in its Registration Request during a prior Piggyback Registration, the Company will pay all expenses in connection with including Registerable Securities in an additional Registration Statement.

8.2 Exclusions. Notwithstanding Section 8.1, in any underwritten offering where an additional underwriter participates at the request of the Investor, the Company will not be responsible for (a) any underwriting discounts, commissions or fees attributable to the sale of Registerable Securities included in such offering of such underwriter, (b) any legal fees or disbursements, other than any such fees or disbursements relating to state securities law compliance, incurred by such underwriter, or (c) any transfer taxes that may be imposed in connection with a sale or transfer of Registerable Securities.

8.3 Withdrawal of Registration Statement. If two-thirds of the Registerable Securities covered by a Registration Statement request that the Registration Statement be withdrawn before sale of the Registerable Securities pursuant to the Registration Statement, then the Investors who voted for withdrawal shall bear all of the Company’s expenses related to the Registration Statement and its withdrawal.

9. Indemnification. In connection with any Registerable Securities included in a Registration Statement:

9.1 Indemnification by the Company. To the maximum extent permitted by law, the Company will indemnify and hold harmless Investor, Investor’s manager and members, any underwriter (as defined in the Securities Act) for Investor and each person, if any, who controls Investor or the underwriter within the meaning of the Securities Exchange Act of 1934 (“Exchange Act”) or the Securities Act (collectively the “Investor Indemnified Parties”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law or otherwise, insofar as

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such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Claim”):

9.1.1 any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Prospectus, any free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) (“Free Writing Prospectus”) or any amendments or supplements thereto,

9.1.2 the omission or alleged omission to state in the Registration Statement, Free Writing Prospectus or the Prospectus a material fact required to be stated therein, or necessary to make the statements therein not misleading, in the light of the circumstances then existing, or

9.1.3 any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

The Company will pay, as incurred, any legal or other expenses reasonably incurred by any Investor indemnified party in connection with investigating or defending any such Claim.

9.2 Indemnification by Investor. In connection with any registration in which Investor is participating, to the extent permitted by law, each selling Investor, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the Registration Statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other investor selling securities in such registration statement and any controlling person of any such underwriter or other investor (the “Company Indemnified Parties”), against any Claim to which any of the Company Indemnified Parties may become subject, to the extent that such Claim arises out of or is based upon the Company’s reliance upon written information furnished by Investor expressly for use in connection with the Registration Statement or the Prospectus, or any amendment or supplement thereof. The Investor will pay, as incurred, any legal or other expenses reasonably incurred by any Company indemnified party in connection with investigating or defending any such loss, claim, damage, liability, or action.

9.3 Limitations

9.3.1 Settlements. Except as set forth in Section 9.5.2, no indemnifying party will be obligated to indemnify an indemnified party under this Section 9 for amounts paid in settlement of any Claim if settlement of such Claim is effected without the consent of the indemnifying party, which consent will not be unreasonably withheld.

9.3.2 Company Indemnification Limitations. In no event will the Company be obligated to indemnify or contribute to any Investor Indemnified Party for any Claim to the extent that it arises out of or is based upon written information furnished to the Company by any Investor Indemnified Party expressly for use in connection with a Registration Statement.

9.3.3 Right to Contribution. If the indemnification provided for hereunder is held by a court of competent jurisdiction to be prohibited by law to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or

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prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any person.

9.4 Survival. The obligations of the Company and Investor under this Section 9 will survive the completion of the offering of Registerable Securities in the Registration Statement and otherwise (i) for one year with respect to claims brought by the Company or Investor, and (ii) for the statutory period of the underlying claim with respect to third party claims under Section 9.5.2 (the “Indemnification Period”).

9.5 Claims

9.5.1 Claim Notice. Any claim for indemnification under Section 9.1 or 9.2 must be made in writing and delivered as a notice (each a “Claim Notice”) by the party seeking indemnification to the party from whom indemnification is sought within the Indemnification Period, specifying in reasonable detail the nature and estimated amount of the claim.

9.5.2 Third-Party Claims.

(a) If the claim specified in the Claim Notice relates to a third-party claim, the indemnifying party shall have 15 days after its receipt of the Claim Notice to notify the indemnified party whether the indemnifying party agrees that the claim is subject to indemnification pursuant to Section 9.1 or 9.2, and whether the indemnifying party elects to defend such third-party claim at its own expense. However, if the indemnified party reasonably concludes that there are defenses available to it that are different or additional to those available to the indemnifying party, or if the interests of the indemnified party may be reasonably deemed to conflict with those of the indemnifying party, then the indemnified party shall have the right to select separate counsel and to assume and control the defense of such claim, demand or action, with the reasonable fees, expenses and disbursements of such counsel to be reimbursed by the indemnifying party as incurred (it being the agreement between the Parties that the indemnified party may retain or use multiple lawyers or law firms but only if and to the extent the discrete tasks performed by each do not unnecessarily replicate the task of another). If the claim relates to a third-party claim that the indemnifying party elects to defend, then the indemnified party shall reasonably cooperate with such defense. The indemnified party shall, however, regardless, be entitled to participate in the defense or settlement of such a third-party claim through its own counsel and at its own expense and shall be entitled to approve or disapprove any proposed settlement that would impose a duty or obligation on the indemnified party. If the indemnifying party does not timely elect to defend a third-party claim, or if the indemnifying party fails to conduct such defense with reasonable diligence, then the indemnified party may conduct the defense of, or settle, such claim at the risk and expense of the indemnifying party.

(b) If an indemnifying party assumes the defense of such a claim, (i) the indemnifying party must acknowledge in writing to the indemnified party that the damages that may be assessed against the indemnified party in connection with the claim underlying such Claim Notice constitute damages for which the indemnified party shall be indemnified pursuant to Section 9.1 or 9.2, as applicable, (ii) the indemnifying party agrees to vigorously defend against the claim underlying such Claim Notice at the indemnifying party’s sole cost, (iii) the indemnified party shall have the right to consult with the indemnifying party and the indemnifying party shall facilitate such consultation, (iv) upon reasonable request by the indemnified party, the indemnifying party shall provide the notice, copies, access and right of consultation provided for herein with respect to any claim for indemnification pursuant to this Agreement, and (v) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected by the indemnified party without its consent (which consent shall not be unreasonably withheld or delayed).

9.6 Claims Other Than Third-Party Claims. If the claim does not relate to a third-party claim, the indemnifying party shall have 30 days after receipt of the Claim Notice to notify the indemnified party in writing whether the indemnifying party accepts liability for all or any part of the claim and the method and timing of any

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proposed payment. If the indemnifying party does not so notify the indemnified party, the indemnifying party shall be deemed to have accepted liability for all damages described in the Claim Notice.

10. Exchange Act Reports. With a view to making available to the Investor the benefits of Rule 144 under the Securities Act, and any other rule or regulation of the SEC that may at any time permit an Investor to sell securities of the Company to the public pursuant Rule 144 under the Securities Act or pursuant to a Form S-3 Registration Statement, the Company agrees to:

10.1 make and keep public information available, as those terms are understood and defined in Rule 144, for the Effective Period so long as the Company is and remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act,

10.2 take such action as are necessary to enable the Company to use a Form S-3 Registration Statement to register the resale of the Registerable Securities at such time as the Company may be eligible to use a Form S-3 Registration Statement,

10.3 file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, and

10.4 for so long as the Investor owns any Registerable Securities, to furnish to Investor upon its request (a) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, and/or that it qualifies as a registrant whose Registerable Securities may be resold pursuant to Form S-3 (at any time after it so qualifies), and (b) such other information that is not available in the SEC’s EDGAR system and that may be reasonably requested in availing any Investor of any rule or regulation of the SEC which permits the selling of any Registerable Securities without registration or pursuant to such form.

11. Termination. This Agreement will terminate and be of no further force or effect on the earlier of the date when (a) all of the Registerable Securities have been sold under a Registration Statement or pursuant to any exemption from registration, (b) any unsold Registerable Securities may be immediately sold in compliance with Rule 144(d) under the Securities Act (without considering any applicable Blackout Period) or (c) the Company is no longer registered as a reporting issuer under the Exchange Act.

12. General Provisions.

12.1 No Assignments; Successors. Neither party will assign this Agreement, in whole or in part, voluntarily or involuntarily (including a transfer to a receiver or bankruptcy estate), without the prior written consent of the other party; provided, however, that upon written notice to the Company, Investor’s rights under this agreement shall be assignable, in whole or in part, to the members of Investor (each, a “Member”) pro rata in proportion to their membership percentages. Upon assignment duly completed under the terms of this section, each Member shall have the rights of Investor under this Agreement. Subject to the foregoing, this Agreement will be for the benefit of and be binding upon the parties, the parties’ legal representative, successors, and permitted assigns.

12.2 Notices. Any notice required or permitted to be given under this Agreement or any agreement or instrument executed in connection with this Agreement will be (a) in writing, (b) delivered personally, including by means of facsimile transmission or by courier, or mailed by registered or certified mail, postage prepaid and return receipt requested, (c) deemed given on the date of personal delivery or on the date set forth on the return receipt or on the confirmation of facsimile transmission, and (d) delivered or mailed to the addresses or facsimile numbers set forth below, or to such other address or facsimile number as any party may from time to time direct. E-mail addresses are included below for communications purposes only and not for the purpose of delivering effective notice under this section.

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If to the Company:	With a copy (which will not constitute notice) to:
SD Company, Inc. 1583 South 1700 East Vernal, UT 84078 Facsimile:                                  Attention: Annette Meier, President E-mail: annette@teamsdp.com	Eugenie D. Rivers Wong Fleming, P.C. 2340 – 130th Ave, NE, Ste. D-150 Bellevue WA 98005 Facsimile: (206) 770-6134 E-mail: erivers@wongfleming.com
If to the Investor(s):	With a copy (which will not constitute notice) to:
D4D LLC 3953 Maple Avenue, Suite #150 Dallas, TX 75219 Facsimile:                                  Attention: Reid Walker E-mail: reid@5tinv.com	Mark S. Solomon Andrews Kurth LLP 1717 Main Street, Suite 3700 Dallas TX 75201 Facsimile: (214) 659-4892 E-mail: marksolomon@andrewskurth.com

12.3 Governing Law. This Agreement will be governed by, and construed and enforced under, the laws of the State of Texas. The parties consent to the jurisdiction of and venue in any appropriate court in Dallas County, Texas.

12.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court having jurisdiction, that provision will not affect any other provision of this Agreement, which will remain in full force and effect to the extent possible.

12.5 Dispute Resolution. The parties will first make a good faith effort to settle by negotiation any dispute regarding this Agreement, or any document executed in connection with this Agreement. If a settlement has not been reached within 15 days of commencing such negotiation, the dispute will be submitted to binding arbitration by a mutually acceptable arbitrator. If the parties cannot agree on an arbitrator, then each party will select one arbitrator, and those two arbitrators will select a third arbitrator who will conduct the arbitration. Any arbitration under this section will be conducted in Unitah County, Utah, pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect. Notwithstanding the above, this section will not apply to (a) actions for equitable relief, or (b) actions to enforce any arbitration award. In any action under the preceding clauses (a) or (b), each party waives any right to a jury trial. In any action under this section, the substantially prevailing party will be entitled to reimbursement of its costs and reasonable attorney fees by the non-prevailing party, including such costs and fees as may be incurred on appeal or in a bankruptcy proceeding.

12.6 No Third Party Beneficiaries. Except for Members of Investor as set forth in Section 12.1,this Agreement is intended for the benefit of the parties and their respective permitted successors and assigns. This Agreement is not for the benefit of, nor may any of its provisions be enforced by, any other person.

12.7 Amendment; Waiver. This Agreement may be amended or modified only by written agreement executed by both of the parties. The terms of this Agreement may only be waived by the party granting such waiver in writing. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition in this Agreement will not operate as a waiver of any other provision.

12.8 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties relating to the Registerable Securities, and supersedes any and all other understandings, negotiations or agreements between the parties relating to registration of the Registerable Securities.

12.9 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute a single agreement.

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[Signatures appear on the next page]

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Signed effective as of the date first written above.

INVESTOR(S):		COMPANY:
D4D LLC     By Hard 4 Holdings, LLC, its Managing Member		SD COMPANY, INC.
By:		By:
	Reid Walker, its Manager	G. Troy Meier, Chief Executive Officer

[Signature Page to Registration Rights Agreement]

Exhibit A

INVESTORS

1. D4D LLC