Exhibit 10.7 Lilis Energy, Inc. 1900 Grant Street, Suite 720 Denver, CO 80203 April 29, 2014

 

Lilis Energy, Inc.

1900 Grant Street, Suite 720

Denver, CO 80203

April 29, 2014

 

T.R. Winston & Company, LLC

1999 Avenue of the Stars, Suite 2550

Log Angeles, CA  90067

Attention: Tyler Runnels and Karen Ting

Re:           Transaction Fee Agreement, dated March 28, 2014 (the “Agreement”)

Dear Sir or Madam:

As discussed, this letter, when executed in the space indicated below, shall constitute our amendment to the above-referenced Transaction Fee Agreement between Lilis Energy, Inc. and T.R. Winston & Company, LLC.

In consideration of our mutual efforts to pursue the transactions contemplated by the Transaction Fee Agreement, we hereby agree that Section 1 of the letter shall be amended and restated in its entirety as follows:

1.           The Company agrees to compensate the Broker as follows: (i) eight percent (8%) of the gross proceeds of the offering, payable at the Closing (as defined in the Purchase Agreement), (ii) one percent (1%) of the gross proceeds received by the Company at Closing, payable at Closing, for a non-accountable expense allowance, and (iii) shall reimburse the agent for its legal fees and expenses equal to $25,000.

The remaining terms and conditions of the Agreement shall continue in full force and effect.

If the foregoing meets your agreement, please execute a copy of this letter agreement in the space indicated below and return one original to the undersigned.