EXHIBIT 4.28


 


AMENDMENT NO. 4 TO


PLACEMENT AGENCY AGREEMENT


 


This Amendment No.
4 to the Placement Agency Agreement (“Forth Amendment”) is entered into as of the 31st day of August
2012, by and between Eagleford Energy Inc., an Ontario, Canada corporation (the “Company”), and Gottbetter Capital
Markets, LLC (“Markets”), and amends that certain Placement Agency Agreement, dated as of March 12, 2012, as
previously amended on April 13, 2012 and July 17, 2012 and August 14, 2012 (hereinafter collectively referred to as the “PAA”).
Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the PAA.


 


1.          The
Parties to the PAA hereby amend and restate in its entirety the third paragraph of the PAA to read as follows:


 


“The
Placement Agent shall accept subscriptions only from (i) persons or entities who qualify as “accredited investors,”
as such term is defined in Rule 501 of Regulation D (“Regulation D”) as promulgated by the United States Securities
and Exchange Commission (the “SEC”) under Section 4(2) of the Securities Act of 1933, as amended (the “Act”)
and (ii) persons or entities who are offered and purchase the Units in an Offshore Transaction (as such term is defined in Regulation
S (“Regulation S”) as promulgated by the SEC under the Act) and who are not U.S. Persons (as such term is defined in
Regulation S) and are not acting for the account or benefit of a person in the United States or a U.S. Person. The Units will be
offered until the earlier of the time that all Units offered in the Offering are sold or until September 30, 2012 (“Initial
Offering Period”), which date may be extended by the Company and the Placement Agent in writing (this additional period and
the Initial Offering Period shall be referred to as the “Offering Period”). The date on which the Offering is terminated
shall be referred to as the “Termination Date.”


 


3.          This
Forth Amendment is hereby made part of and incorporated into the PAA, with all the terms and conditions of the PAA remaining in
full force and effect, except to the extent modified hereby.


 


4.          This
Forth Amendment may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall
be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and
all of which together shall constitute one and the same instrument. The exchange of copies of this Forth Amendment and of signature
pages by facsimile transmission or in pdf format shall constitute effective execution and delivery of this Forth Amendment as to
the parties and may be used in lieu of the original Forth Amendment for all purposes. Signatures of the parties transmitted by
facsimile or in pdf format shall be deemed to be their original signatures for all purposes.


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Amendment No.
4 to Placement Agency Agreement as of the date first above written.


 


	 	EAGLEFORD ENERGY INC.
	 	 
	 	/s/  James Cassina
	 	 	 
	 	By: 	 
	 	Name:  James Cassina
	 	Title:    President 
	 	 
	 	GOTTBETTER CAPITAL MARKETS, LLC
	 	 
	 	/s/  Julio A. Marquez
	 	 	 
	 	By:	 
	 	Name:  Julio A. Marquez
	 	Title:    President