FIFTH AMENDMENT to the LowCal Agreements (as defined herein)

THIS FIFTH AMENDMENT TO THE LOWCAL AGREEMENTS (this “Fifth Amendment”), dated as of January 13, 2015, is by and among Eos Global Petro, Inc. (“Eos”), Eos Petro, Inc. (the “Company”), LowCal Industries, LLC (“LowCal”), Sail Property Management Group LLC (“Sail”) and LowCo [EOS/Petro], LLC (“LowCo, and collectively referred to with Eos, Company, LowCal and Sail as the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the LowCal Agreements.

WHEREAS, the Parties have previously entered into the following agreements (collectively referred to herein as the “LowCal Agreements”):

a.

Second Amended and Restated Loan Agreement and Secured Promissory Note, dated November 6, 2013, between Eos and LowCal (the “First Note”);

b.

Amended and Restated Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing, dated April 23, 2013, between Eos and LowCal (the “Mortgage”);

c.

Guaranty, dated February 8, 2013, made by Company in favor of LowCal;

d.

Lock-Up/Leak-Out Agreement, dated February 8, 2013, between Company and LowCal;

e.

Lock-Up/Leak-Out Agreement, dated November 6, 2013, between Company and LowCal;

f.

Series B Convertible Preferred Stock Purchase Agreement, dated February 8, 2013, between Company and LowCal;

g.

Series B Convertible Preferred Stock Purchase Agreement, dated April 23, 2013, between Company and LowCal;

h.

Common Stock Purchase Agreement, dated November 6, 2013, between Company and LowCal;

i.

Extension Agreement, dated November 6, 2013, between the Parties;

j.

Warrant to Purchase Common Stock of the Company, dated August 14, 2013, with LowCo as the holder (“Warrant”),

k.

Compliance/Oversight Agreement, dated February 8, 2013, between Eos and Sail (the “Oversight Agreement”);

l.

First Amendment to the LowCal Agreements, dated April 23, 2013, between the Parties;

m.

Second Amendment to the LowCal Agreements, dated November 6, 2013, between the Parties;

n.

Third Amendment to the LowCal Agreements, effective January 9, 2014, between the Parties; and

o.

Third Amendment to the LowCal Agreements, dated August 14, 2014, between the Parties (which the Parties acknowledge should have been titled the Fourth Amendment).

WHEREAS, LowCal and Affiliates have caused the following amounts, which aggregate $750,000.00, to be loaned to the Company on the following dates (collectively referred to herein as the “2014 Deposits”):

a.

October 10, 2014 - $150,000.00;

b.

November 11, 2014 - $200,000.00;

c.

December 12, 2014 - $325,000.00; and

d.

December 17, 2014 - $75,000.00.

WHEREAS, the parties desire to memorialize the terms upon which the 2014 Deposits will be repaid in a new note, amend certain terms of the First Note and terminate the Oversight Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed to the following terms:

1.

Amended and Restated First Note. Simultaneously with the execution of this Fifth Amendment, the First Note shall be amended and restated in its entirety in the form attached hereto as Exhibit A (the “Amended First Note). As is more fully set forth in the Amended First Note, the amendments include: (i) forgiving all accrued and unpaid interest on the First Note, as well as all interest which otherwise would have accrued on the First Note from the date first written above into the future; (ii) removing the “Exit Fee,” as defined in the First Note; and (iii) extending the maturity date to June 30, 2015.  Upon conversion, in whole or in part, of the Amended First Note pursuant to Section 4 thereof, the Company covenants and agrees to issue to LowCal shares of common stock of the Company, in accordance with the provisions of Section 4 of the Amended First Note.   Upon payment in full of the Amended First Note, the Company covenants and agrees to issue shares of common stock of the Company to LowCal, in accordance with the provisions of Section 5 of the Amended First Note.

2.

Issuance of New Second Note. Simultaneously with the execution of this Fifth Amendment, the Company shall execute and deliver to LowCal the unsecured promissory note in the amount of $3,250,000.00 attached hereto as Exhibit B (the “Second Note”). The Parties agree that the principal amount of the Second Note reflects and equals: (i) the cash portion of the “Exit Fee” removed from the First Note; (ii) all consulting fees and expenses which otherwise would have been payable to Sail pursuant to the Oversight Agreement, which is being terminated pursuant to Section 3 herein; (iii) all accrued but unpaid interest being removed and forgiven from the First Note as of the date first written above; (iv) the 2014 Deposits, and (v) the value of the release by LowCal and LowCo of substantial rights and claims under the First Note and the LowCal Agreements and security and sources of funding for the repayment of the First Note.

3.

Termination of Oversight Agreement. The Parties acknowledge and agree that the Oversight Agreement shall be terminated and be of no further force and effect effective as of the day first written above. Any and all consulting fees and expenses payable to Sail pursuant to the terms thereof shall have been satisfied by issuance of the Second Note.

4.

Acknowledgement of Good Standing. The Parties agree and acknowledge that any and all Events of Default (as defined in the LowCal Agreements) of the Company or Eos and any events of default of LowCal, LowCo or Sail which may have occurred under the LowCal Agreements on or prior to the date hereof are hereby waived, and the Parties further acknowledge that the LowCal Agreements, other than the Oversight Agreement terminated pursuant to Section 3 above, are in good standing and full force and effect as of the date hereof.

5.

Future Release of Mortgage; Amendment of Mortgage. Each of LowCo, LowCal and Sail covenants and agrees that, notwithstanding anything to the contrary in the Mortgage or other LowCal Agreements, upon repayment in full of the Second Note, they shall each forever release, cancel and terminate in all respects the Mortgage and any other Liens otherwise in effect as a result of the Mortgage or Amended First Note, and they shall each execute, file or cause to be filed any and all notices, consents and agreements to effectuate such release, cancellation and termination.  Within ten (10) days after the date of this Agreement Eos and the Company will cause an amendment to the Mortgage, in form and substance reasonably satisfactory to LowCal and LowCo, to be filed to reflect the current $5,000,000 principal balance of the Amended First Note, so that the public filing of the Mortgage reflects that such current principal balance is secured by such Mortgage and the liens created thereby.  Such amendment shall not relinquish any exiting priority of the Mortgage.  Any filing, recording or other fees or taxes payable in connection therewith shall be paid by Eos.

6.

Piggyback Registration Rights. The Company agrees that all shares of common stock of the Company issued or issuable to LowCal or LowCo pursuant to any of the LowCal Agreements, the Second Note or the Amended First Note shall have the piggyback registration rights set forth in the registration rights appendix attached hereto as Exhibit C, the terms of which are incorporated herein by this reference.

7.

Notice. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, or sent by a nationally recognized overnight delivery service, such as Federal Express, or mailed by certified or registered mail, return receipt requested, postage prepaid, to the following addresses:

Notices sent by mail shall be deemed received on the earlier to occur of actual delivery to the recipient, or the 3rd day after deposit in the mail.

8.

General Provisions.

a)

General Interpretation.  The terms and conditions of this Fifth Amendment have been negotiated by the Parties and the language used in this Fifth Amendment shall be deemed to be the language chosen by the Parties hereto to express their mutual intent.  This Fifth Amendment shall be construed without regard to any presumption or rule requiring construction against the Party causing such instrument or any portion thereof to be drafted, or in favor of the Party receiving a particular benefit under the Fifth Amendment.  No rule of strict construction will be applied against any Party.

b)

Signatures – Counterparts.  This Fifth Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Fifth Amendment shall not be effective until the execution and delivery among all of the Parties of at least one set of counterparts.  The Parties authorize each other to detach and combine original signature pages and consolidate them into a single identical original.  Any of such completely executed counterparts shall be sufficient proof of this Fifth Amendment.  Facsimile copies or PDF copies via e-mail of signature pages shall be effective and enforceable as originals.

c)

Captions, Headings and Exhibits.  The captions and headings of this Fifth Amendment are for convenience only and have no force and effect in the interpretation or construction of this Fifth Amendment.  All exhibits attached hereto are by this reference incorporated herein as though fully set forth in this Fifth Amendment.

d)

Severability.  If any term, provision, covenant or condition of this Fifth Amendment shall be or become illegal, null, void or against public policy, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Fifth Amendment shall remain in full force and effect and shall not be affected, impaired or invalidated thereby.  The term, provision, covenant or condition that is so invalidated, voided or held to be unenforceable shall be modified or changed by the Parties to the extent possible to carry out the intentions and directives set forth in this Fifth Amendment; provided, however, that this Fifth Amendment shall be void, in its entirety, if the consideration therefore fails, is rescinded, cancelled, or declared void or unenforceable for any reason.

e)

Assignment of this Fifth Amendment.  No Party shall have the right to assign its rights or delegate any of its obligations or duties under this Fifth Amendment without the express written consent of all of the other Parties.

f)

Successors and Assigns.  Except as restricted herein, this Fifth Amendment shall be binding on and shall inure to the benefit of the Parties and their respective legal representatives, successors and assigns.

g)

Sophistication. The Parties by their acceptance of this Fifth Amendment hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions of this Fifth Amendment and are fully informed regarding said provisions.

h)

Waiver.  The waiver of any breach of any provision hereunder by any Party shall not be deemed to be a waiver of any preceding or subsequent breach hereunder, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the Party making the waiver.

i)

Governing Law. This Fifth Amendment shall be governed by and construed and interpreted in accordance with the substantive laws of the State of California, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction.  Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of California in any such action, suit or proceeding, and agrees that any such action, suit or proceeding shall be brought only in such courts with venue for all purposes to be proper only in the state and federal courts located in Los Angeles County, California (and waives any objection based on forum non conveniens or any other objection to venue therein); provided, however, that such consent to jurisdiction shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of California other than for such purpose.

j)

Attorney’s Fees. Each of the Parties shall bear its own attorney’s fees and costs relating to the preparation of this Fifth Amendment and related documents.

k)

No Third Party Rights. Nothing in this Fifth Amendment, whether express or implied, is intended to confer any rights or remedies under or by reason of this Fifth Amendment on any persons other than the Parties and their respective successors and assigns, nor is anything in this Fifth Amendment intended to relieve or discharge the obligations or liability of any third persons to any Party, nor shall any provision give any third persons any right of subrogation or action over or against any Party.

l)

Entire Agreement and Amendment.  In conjunction with the matters considered herein, this Fifth Amendment, the First Amended Note and Second Note 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 Fifth Amendment, the First Amended Note and Second Note, this Fifth Amendment shall govern. This Fifth 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.

IN WITNESS WHEREOF, the undersigned Parties hereby acknowledge that they have read, understand and consent to the modifications made to the LowCal Agreements by this Fifth Amendment.

EOS PETRO, INC.     By: /s/ Nikolas Konstant Name: Nikolas Konstant Title: Chairman

LOWCAL INDUSTRIES, LLC     By: /s/ Shlomo  Lowy Name: Kinderlach Ltd Co Its: Managing Member

EOS GLOBAL PETRO, INC.     By: /s/ Nikolas Konstant   Name: Nikolas  Konstant Title: Chairman

SAIL PROPERTY MANAGEMENT GROUP, LLC     By: /s/ Shlomo  Lowy Name: Sail Investments LLC Title: Managing Member     LOWCO [EOS/PETRO], LLC     By: /s/ Shlomo  Lowy Name: LowCo LLC Its: Managing Member

FOR VALUE RECEIVED, EOS GLOBAL PETRO, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of LowCal Industries, LLC, a Wyoming liability company (“Holder”), or its registered assigns, the principal sum of Five Million Dollars ($5,000,000.00) (the “Aggregate Principal Amount”), with no interest (0%) per annum on all unpaid principal, subject to the provisions of this Note. All unpaid principal, together with any other amounts payable hereunder, shall be due and payable on the earliest to occur (the “Maturity Date”) of (i) June 30, 2015, (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof, or (iii) such other date as may otherwise be provided for in accordance with the provisions of this Note. All references to Dollars herein are to lawful currency of the United States of America.

This Note amends, and restates in its entirety a $5,000,000.00 secured promissory note originally issued by the Company to Holder on February 8, 2013, as subsequently amended (the “Original Note”). The Original Note first become convertible into shares of common stock of the Company at a conversion price of $2.50 per share pursuant to an amendment to the Original Note dated January 9, 2014. This Note became effective on January 13, 2015 in connection with a “Fifth Amendment to the LowCal Agreements” dated as of the same date between the Holder, the Company and certain affiliates thereof.

1.           Interest. This Note shall not accrue any interest.

2.           Prepayments. The Company may prepay the outstanding principal amount of this Note in whole, but not in part, at any time (the “Prepayment Date”). If the Company intends to prepay this Note, it shall provide ten (10) Business Days written notice of such intention to Holder. For purposes of this Note, “Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Los Angeles, California are authorized or obligated by law or executive order to close.

3.           Security. The obligations due under this Note will be secured pursuant to the existing filed mortgage in favor of Holder on the Company’s oil and gas leases constituting the Works Property in Edwards County, Illinois that secures obligations of the Company under the Original Note.

4.           Option of Holder to Convert Principal.

(a)           The principal amount of the Note may be converted in whole or in part at any time at the election of Holder into restricted shares of common stock of Eos Petro, Inc., a Nevada corporation (“Parent”) at a conversion price of $2.50 per share (“Conversion Shares”); provided, however, that under no circumstances may Holder elect to effect a conversion if, after giving effect to such conversion, LowCal Industries, LLC and its Affiliates (as defined below) would beneficially own in excess of 9.99% of the outstanding shares of the Parent’s common stock immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares beneficially owned by the Holder and its Affiliates shall include the number of shares issuable upon the conversion with respect to which the determination of such sentence is being made, but shall exclude the number of shares which would be issuable upon (A) conversion of the remaining, un-converted portion of this Note beneficially owned by Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Parent (including, without limitation, any other notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and the rules and regulations promulgated thereunder and the rules and regulations promulgated thereunder (the “Exchange Act”). To the extent that the limitation contained in this Section 4 applies, the determination of whether this Note is convertible (in relation to other securities owned by Holder) and of which a portion of this Note is convertible shall be in the sole discretion of Holder. To ensure compliance with this restriction, Holder will be deemed to represent to the Parent each time it elects to convert that such conversion has not violated the restrictions set forth in this Section 4, and the Parent shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4, in determining the number of outstanding shares, Holder may rely on the number of outstanding shares as reflected in (x) the Parent’s most recent quarterly or annual report on Form 10-Q or Form 10-K or equivalent similar filing on such public disclosure service as the Parent may then be utilizing, as the case may be, (y) a more recent public announcement by the Parent including on the OTC Markets website, or (z) any other notice by the Parent or the Parent’s transfer agent approved by the Parent setting forth the number of shares outstanding. Upon the written or oral request of

(b)           Upon delivery to the Parent of a notice of intent to convert, subject to compliance with Section 4(a), the Parent shall issue and deliver to Holder within ten (10) days after the date of such notice the number of shares of common stock of the Parent for the portion of the principal converted in accordance with the foregoing.

5.           Exit Stock and Exit Fee. On the date this Note has been paid in full, Holder shall be entitled to receive from the Parent 50,000 restricted shares of Parent’s common stock (the “Exit Stock”).  The Exit Fee previously set forth in the Original Note has been intentionally cancelled and is no longer issuable pursuant to the terms of this Note.

6.           Representations and Warranties of the Company.

(a)           Organization and Standing.  The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws.  The Company is qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), results of operation or prospects of the Company.  The Company has the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted.

(b)           Corporate Power.  The Company has all requisite legal and corporate power and authority to enter into this Note and all other documents contemplated hereby, to sell this Note and to carry out and perform its other obligations under the terms of this Note and all other documents contemplated hereby.

(c)           Authorization.  All corporate action on the part of the Company, and its directors, officers and shareholders necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Note and all other documents contemplated hereby and for the authorization, issuance and delivery by the Company of this Note has been taken.  This Note and all other documents contemplated hereby have been duly executed and delivered by the Company and constitute the valid and binding obligations of the

(d)           Compliance with Other Instruments.  The execution, delivery and performance of an compliance with this Note and all other documents contemplated hereby will not result in any such violation or be in conflict with or constitute a default under any of the terms or provisions of any mortgage, indenture, contract, agreement or instrument to which the Company is a party or by which it or its assets are bound, or result in the creation of any mortgages, pledges, liens, leases, encumbrances or charges upon any of the properties or assets of the Company pursuant to any such term or provision.

(e)           Consents.  No consent, order, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or any person is required to be made or obtained by the Company in connection with the execution and delivery or the consummation of this Note and all other documents contemplated hereby.

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

(a)           Failure to Pay. The Company shall fail to pay (i) he principal on the due date hereunder and such payment shall not have been made within five (5) Business Days of Company’s receipt of Holder’s written notice to the Company of such failure to pay or (ii) any other payment required under the terms of this Note on the date due and such payment shall not have been made within five (5) Business Days of the Company’s receipt of Holder’s written notice to Company of such failure to pay;

(b)           Breaches. The Company shall fail to observe or perform any other material covenant, representation, or warranty, obligation, condition or agreement contained in this Note or any other LowCal Agreement and such failure shall continue uncured for thirty (30) days after written notice to Company of such failure;

(c)           Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of it or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

(d)           Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof 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 thirty (30) days of commencement.

8.           Rights of Holder upon Default. Upon the occurrence or existence of any Event of Default, and at any time thereafter during the continuance of such Event of Default, Holder may by written notice to the Company, declare all outstanding obligations payable by the Company 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. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy granted to it by this Note or otherwise permitted to it by law, either by suit in equity or by action at law, or both.

9.           Transfer of this Note. With respect to any offer, sale or other disposition of this Note, Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of Holder’s counsel (if requested by the Company), or other evidence reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Note in accordance with the terms of the notice delivered to Company. If a determination has been made pursuant to this Section 9 that the opinion of counsel for Holder, or other evidence, is not reasonably satisfactory to the Company, the Company shall so notify Holder promptly after such determination has been made. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

10.           Assignment by the Company. 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 Company without the prior written consent of Holder.

11.           Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

12.           Notices. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, or sent by a nationally recognized overnight delivery service, such as Federal Express, or mailed by certified or registered mail, return receipt requested, postage prepaid, to the following addresses:

13.           Payment. Payment shall be made in lawful tender of the United States.

14.           Expenses; Waivers. If action is instituted to collect this Note, the Company promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred in connection with such action.

15.           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof.

16.           Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17.           Attorneys’ Fees. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

18.           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 not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

	EOS GLOBAL PETRO INC., a Delaware corporation
	By:	/s/ Nikolas Konstant
	Name:	Nikolas Konstant
	Title:	Chairman

FOR VALUE RECEIVED, the undersigned, Eos Petro, Inc., a Nevada corporation (the “Issuer”), hereby promises to pay to the order of LowCal Industries, LLC, a Wyoming limited liability company or its permitted assigns (the “Payee”), at such place as the Payee shall direct in writing, the principal sum of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00), with simple interest accruing at an annual rate at 10.00% on the unpaid balance.  All references to Dollars herein are to lawful currency of the United States of America.

All unpaid principal of this Note and accrued interest shall be due and payable on June 30, 2015. This Note may be prepaid at any time in whole or in part without penalty.  Notwithstanding the foregoing, Issuer hereby covenants, acknowledges and agrees that this Note carries the following prepayment obligation on the part of the Issuer: all unpaid principal and accrued interest on this Note shall be prepaid in full by the Issuer upon the earlier to occur of: (i) the Issuer closing a transaction to acquire the capital stock or all or substantially all of the assets of “Target A” or “Target B” (the identities of such targets have been made known to Payee prior to the date hereof); or (ii) the Issuer closing an offering of capital stock or other equity financing for a minimum of Twenty Million Dollars ($20,000,000.00).

In any action at law or in equity to enforce or construe any provisions or rights under this Note, the unsuccessful party or parties to such litigation, as determined by a court pursuant to a final offer, judgment or decree, shall pay to the successful party or parties all costs, expenses and reasonable attorneys' fees incurred by such successful party.

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 Nevada, without regard to the conflicts of law provisions of the State of Nevada, or of any other state.

Eos Petro, Inc.,

a Nevada corporation

By: /s/ Nikolas Konstant

       Nicholas Konstant

       Its: Chairman of the Board

sole discretion will not jeopardize the success of the offering by the Company.  If the total number of Shares requested by the Holder to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including the Shares, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering.