Exhibit
10.55


 


FOURTH
AMENDMENT TO COMMON STOCK PURCHASE WARRANT


 


THIS
FOURTH AMENDMENT TO COMMON STOCK PURCHASE WARRANT (the “Amendment”), effective as of April 7, 2015 (the “Effective
Date”), is entered into by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”)
and SKM Partnership, Ltd, a Texas limited partnership (the “Holder”).


 


WHEREAS,
the Company issued to Holder that certain Common Stock Purchase Warrant, dated December 27, 2013, as amended by that certain First
Amendment to Common Stock Purchase Warrant, dated March 7, 2014, that certain Second Amendment to Common Stock Purchase Warrant,
dated May 9, 2014, and that certain Third Amendment to Common Stock Purchase Warrant dated November 14, 2014 (the “Warrant”);
and


 


WHEREAS,
the Company and the Holder desire to reflect the extension of the maturity date made to that certain 8% Promissory Note issued
by the Company in favor of the Holder on December 27, 2013, as amended by that certain First Amendment to Promissory Note, dated
March 7, 2014, and that certain Second Amendment to Promissory Note, dated May 9, 2014, and that certain Third Amendment to Promissory
Note, dated November 14, 2014, pursuant to that certain Fourth Amendment to Promissory Note, effect on even date herewith; and


 


WHEREAS,
effective even herewith, the parties have entered into that certain Second Loan Extension Agreement (the “Second Loan
Extension Agreement”) to document certain agreements and understandings made between them related to the subject matter
of this Amendment.


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed by each party hereto as follows:


 


1.Amendment
to Header. It is hereby agreed and understood that the Exercise Price set forth in the header of the Warrant shall be amended
as follows: By deleting the following text: “Exercise Price: $1.50” and replacing it with the following text: “Exercise
Price: $0.50”.


 


2.
Amendment to Introductory Text. It is hereby agreed and understood that the Introductory Text of the Warrant shall
be amended as follows: By deleting the phrase (as previously amended) “at a price of One Dollar ($1.00) per share
(the “Initial Exercise Price”) or such other price as may be provided in this Warrant” and replacing
it with the phrase “at a price of Fifty Cents ($0.50) per share (the “Initial Exercise Price”)
or such other price as may be provided in this Warrant”.


 






    	 



    	 



    

 


3.Amendment
to Section 1.1 of the Warrant. It is hereby agreed and understood that Section 1.1 of the Warrant shall be amended as follows:
By deleting the following phrase (as previously amended): “four hundred sixty six (466) days from the issuance of this Warrant
(i.e., April 7, 2015”)” where it appears in Section 1.1 of the Warrant, and replacing it with the following phrase:
“the Maturity Date of the Note”.


 


4.Amendment
to Section 2.1 of the Warrant. It is hereby agreed and understood that Section 2.1 of the Warrant shall be amended as follows:
By deleting the following phrase (as previously amended): “on or before the four hundred sixty-sixth (466th)
day of the issuance of this Warrant” where it appears in Section 2.1 of the Warrant, and replacing it with the following
phrase: “the Maturity Date of the Note”.


 


5.No
Other Amendments. Except as expressly amended and modified by this Amendment, the Warrant is and shall continue to be in full
force and effect in accordance with the terms thereof.


 


6.Counterparts.
This Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed
to constitute one and the same instrument.


 


7.Governing
Law. The Amendment shall be construed in accordance and governed by the internal laws of the state of Texas.


 


8.Headings.
The headings contained in this Amendment are for ease of reference only and shall not be considered in construing this Amendment.


 


[Signature
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IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Common Stock Purchase Warrant to be duly executed as
of the Effective Date.


  


	 	COMPANY:
	 	 	 
	 	INFINITY
    ENERGY RESOURCES, INC.
	 	 	 
	 	By:	/s/
    Stanton E. Ross
	 	Name:	Stanton E. Ross
	 	Its:	President and
    Chief Executive Officer
	 	 	 
	 	SKM
    PARTNERSHIP, LTD.
	 	 
	 	BY
    SKM MANAGEMENT, LLC
	 	ITS
    GENERAL PARTNER
	 	


 









	 	By:	/s/
    Scott D. Martin
	 	Name:	Scott D. Martin
	 	Its:	Manager of its
    General Partner