SEVENTH AMENDMENT to the LowCal Agreements

 

1.

Extension of Amended First Note Maturity Date. The maturity date of the Amended First Note, previously set at January 1, 2016, is hereby extended to May 1, 2016.

 

2.

Extension of Second Note Maturity Date. The maturity date of the Second Note, previously set at January 1, 2016, is hereby extended to May 1, 2016.

 

3.

Acknowledgement of Good Standing. The Parties agree and acknowledge that any and all Events of Default of the Company or Eos and any events of default of LowCal or LowCo which may have occurred pursuant to the terms of the Sixth Amendment, including the Amended First Note and Second Note, on or prior to the date hereof are hereby waived, and the Parties further acknowledge that the same are in good standing and full force and effect as of the date hereof.

 

4.

Conversion of the Amended First Note Upon Qualifying Acquisition by the Company; Amendment of the Conversion Price of the First Amended Note. The Parties agree that if: (1) the Company pays off the $3,250,000.00 principal balance of the Second Note in full, plus any accrued and unpaid interest, and (2) either: (i) the Company closes a transaction where it acquires at least $10,000,000.00 in additional assets, through an asset purchase, stock purchase, merger, or other similar transaction ("Qualifying Acquisition"), which shall be determined by generally accepted accounting principles ("GAAP"), or (ii) the Company successfully uplists its common stock to a national exchange market (NASDAQ or  the New York Stock Exchange), then the following will automatically occur: (1) the conversion price of the Amended First Note will be reduced from $2.50 per share to $2.00 per share, and (2) any outstanding principal and interest due on the Amended First Note will be converted at a price of $2.00 per share into restricted shares of the Company's common stock, which shall be issued to LowCo.

 

5.

Amendment to Expiration Date of First Warrant and Second Warrant. The "Expiration Date," as such term is used in the First Warrant and Second Warrant, is hereby amended from January 1, 2019 to May 1, 2020.

 

6.

Issuance of Additional Shares. In addition to the above-referenced, as additional consideration for the terms set forth herein, upon receipt of a fully executed copy of this Seventh Amendment, the Company shall issue to LowCo an additional 75,000 restricted shares of its common stock (the "Additional Stock"). The Company further acknowledges and agrees that the piggyback registration rights referenced in the Sixth Amendment shall also apply to the Additional Stock.

 

7.

Entire Agreement. In conjunction with the matters considered herein, this Seventh Amendment, and the agreements referenced therein, as well as the Sixth Amendment and Fifth Amendment and the agreements referenced therein, contain the entire understanding and agreement of the Parties and there have been no promises, representations, agreements, warranties or undertakings by any of the Parties, either oral or written, of any character or nature, hereafter binding except as set forth herein. In the event of a conflict between this the Seventh Amendment, the Sixth Amendment, the Fifth Amendment, and any of the agreements referenced therein, this Seventh Amendment shall govern. This Seventh Amendment may be altered, amended or modified only by an instrument in writing, executed by the Parties and by no other means. Each Party waives its right to claim, contest or assert that this Agreement was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel.