Licensing and Servicing
Agreement


 


THIS AGREEMENT AND SERVICING AGREEMENT (the “Agreement”)
is entered into as of March 1, 2012 (the “effective Date”) by and between Entrex, Inc. (“Licensor”), a
Delaware corporation with its principal place of business at 233 South Wacker Drive, Suite 300, Chicago, IL 60606, and EOS PETRO
INC. (“Licensee” and, together with Licensor, the “Parties” and each a “Party”), with its principal
place of business at 2049 Century Park East Suite 3670 Los Angeles, CA 90067.


 


WHEREAS, Licensor (i) is the owner or exclusive
licensee of the Licensed Know-How (as defined below) consisting of certain know-How and other Propriety Rights (as defined below)
and materials relating to the issuance and trading of TIGRcub® Securities (as defined below) and (ii) has made a significant
investment in the Licensed Know-How; and


 


WHEREAS, Licensor is the licensee of the
Licensed Patent Rights (as defined Below); and


 


WHEREAS, Licensor owns the Trademarks (as
defined below) depicted on Exhibit 1 hereto (the “Licensed Marks”): and


 


WHEREAS, Licensee desires to receive a license
from the Licensor to the Licensed Know-How and the Licensed Marks and a sublicense to the Licensed Patent Rights (collectively,
the “Licensed Rights”) pursuant to the terms and conditions set forth in this Agreement and for the purposes specified
herein; and


 


WHEREAS, Licensor is willing to grant to
the Licensee a license to the Licensed Rights on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual undertakings expressed in this Agreement, and intending to be legally bound, Licensor and Licensee agree as follows:


 


		Section 1	Certain Defined Terms.



 


For purposes of this Agreement:


 


“Agreement” shall have
the meaning set forth in the Preamble.


 


“Business Day” means
any day other than a Saturday, a Sunday, a legal holiday in the State of New York, a legal holiday in the Republic of Croatia,
or a day on which banking institutions In the State of New York or in the Republic of Croatia are authorized or obligated by law
to close.


 


“Commercialization” shall
mean all activities related to the issuance of TIGRcub® Securities, including the marketing, promotion, distribution, sale
and offering for sale of TIGRcub® Securities. When used as a verb, “Commercialize” or “Commercializing”
means to engage in Commercialization.


 


“Confidential Information”
means any non-public proprietary data, information or materials, including the Licensed Know-How, that belongs in whole or in part
to, or is Controlled by, a Party or its affiliates and information otherwise designated by a Party as Confidential Information
hereunder. Confidential Information includes the terms of this Agreement.


 


“Control” or “Controlled”
means with respect to any material, item of information or Proprietary Right, the possession, whether by ownership or license,
of the right to grant a license with respect thereto.


 



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“Legal Proceeding” shall
mean any action, suit, litigation, arbitration proceeding or other proceeding of any nature (including any civil, criminal, administrative
or appellate proceeding).


 


“License and Service Fee(s)”
shall have the meaning set forth in Section 4.2.


 


“License Fee” shall have
the meaning set forth in Section 4.2.


 


“Licensed Know-How” shall
mean all confidential, technical or proprietary information and knowledge not generally known to the public (including information
and knowledge regarding inventions, discoveries, techniques, systems, methods and processes of any type, drawings, design information,
documentation, guidelines, manuals, computer programs and other information), whether or not patentable and whether or not in written
form, that Licensor owns or Controls as of the Effective Date and that relates to the issuance and trading of TIGRcub® Securities.


 


“Licensed Marks” shall
have the meaning set forth in the recitals.


 


“Licensed Patent Rights”
shall mean (i) United States Patent Number 7,149,719 and the United States Patent Applications with Serial Numbers 10/153,052 and
11/057,552 (with corresponding published application numbers 2003/0204459 A 1, published October 30, 2003 and 2005/0222940 A1,
published October 6, 2005) and any and all United States and foreign patents resulting from such applications and (ii) any divisions,
continuations and reissuances or extensions of any of the foregoing.


 


“Licensed Rights” shall
have the meaning set forth in the recitals.


 


“Licensed Technology”
shall mean the Licensed Know-How and the Licensed Patent Rights.


 


“Licensee” shall have
the meaning set forth in the Preamble.


 


“Licensee Improvements”
shall mean all inventions, discoveries, techniques, systems, methods, processes, improvements, developments, enhancements and modifications
(whether or not patentable, commercially useful or reducible to writing or practice) that Licensee may hereafter, either solely
or jointly with others, acquire, create, discover, invent, originate, make, develop, conceive or have rights to, in whole or in
part, which would infringe any Licensed Technology or may be competitive with operations or applications of any Licensed Technology.


 


“Licensor” shall have
the meaning set forth in the Preamble.


 


“Prime Rate” shall mean
the rate of interest publicly announced by The Chase Manhattan Bank in New York City or its successors from time to time as its
prime, base or reference rate, which is not intended to be the lowest rate of interest charged to borrowers by The Chase Manhattan
Bank or its successors.


 


“Proprietary Rights” shall
mean all (i) patents, patent rights, patent applications, patent disclosures and all related continuations, continuations-in-part,
divisionals, reissues, re-examinations, substitutions and extensions thereof; (ii) Trademarks, and applications therefor; (iii)
copyrights (registered and unregistered) and applications for copyright registrations; (iv) mask works and registrations and applications
for registration thereof; (v) computer software programs and applications (whether in source or object code forms) and related
documentation; (vi) databases and database rights; (vii) trade secrets, know-how and Confidential Information, whether patentable
or unpatentable and whether or not reduced to writing or practice, processes and techniques, research and development information;
and (viii) other proprietary rights relating to any of the foregoing (including all associated goodwill related to the foregoing
and remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions).


 



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“Qualified Prospective Investor(s)”
means accredited investors, qualified institutional buyers and foreign investors, as defined under federal and state securities
laws, rules and regulations.


 


“Qualified Prospective Placement
Agents” means Licensed security broker/dealers who are registered with the Financial Industry Regulatory Authority (FINRA).


 


“Restricted Period” means
the period beginning on the date hereof and ending on the third anniversary of the date hereof.


 


“Service Fee” shall have
the meaning set forth in Section 4.2.


 


“Term” shall have the
meaning set forth in Section 6.1 hereof.


 


“Territory” shall mean
[the United States of America and the Republic of Croatia.


 


“TIGRcub® Certificate”
shall mean a certificate evidencing ownership of a TIGRcub® Security.


 


“TIGRcub® Security”
shall mean any security issued pursuant to the method set forth in utilizing the Licensed Rights.


 


“Trademarks” means any
and all United States and foreign trademarks, trade names, brand names, logotypes, symbols, service marks, designs, Internet domain
names and the goodwill of the business symbolized thereby, including registrations and applications for registrations thereof and
all renewals, modifications and extensions thereof.


 


Additional Definitions. Definitions
for each of the following defined terms are set forth in the Section of this Agreement indicated below: 


 


	Definitions	 	Section
	Trustee	 	7.2.5
	Debtor Party	 	6.4
	Indemnified Party	 	10.3.3
	Indemnifying Party	 	10.3.3
	Liabilities	 	10.3.1
	Materials	 	5.10
	Non-Debtor Party	 	6.4
	Offering Documents	 	7.2.11
	Permitted Investors	 	3.4
	Receiving Party	 	11.1
	Resource Site	 	3.2
	Terms of Use	 	3.2
	TIGReub® Transaction Documents	 	7.2.9
	Trademark Guidelines	 	5.9
	Trustee	 	7.2.5
	Trust Indenture	 	7.2.5


 



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		Section 2	Grant of License.



 


		2.1	License to Issue and Commercialize TIGRcub® Securities; TIGRcub® Mark. Provided Licensee has received “Know
Your Customer” approval from the Trustee (as defined below), Licensor hereby grants to Licensee the non-exclusive, non-transferable
(except as permitted under Section 11.7), non-sublicenseable rights and license (i) under the Licensed Technology solely to issue
and Commercialize TIGRcub® Securities and (ii) to use the Licensed Marks solely in connection with the issuance and Commercialization
of TIGRcub® Securities, in the case of both (i) and (ii) above.



 


			2.2           No Implied Rights. No other rights with respect
to the Licensed Rights other than those provided in Section 2.1 are granted to Licensee hereby. Licensor hereby reserves any rights
not expressly granted to Licensee in Section 2.1. Without limitation to the foregoing, the license to the Licensed Marks does not
include, and no rights are granted to any other Trademarks owned or Controlled by Licensor, or any Trademarks containing or comprising
a formative, derivative, variation or colorable imitation thereof.



 


		Section 3	Servicing



 


		3.1	Model TIGRcub® Security Documentation. On the effective Date, Licensor will provide Licensee with copyrighted model
TIGRcub® security documentation solely to issue and Commercialize TIGRcub® Securities. Such model documentation only includes
the following: a model term sheet, a model securities purchase agreement, a model indenture (including a TIGRcub® Certificate
attached thereto as an exhibit) and a model form of legal opinion (collectively, the “TIGRcub® Security Documentation”).



 


		3.1.1	Licensee acknowledges that Licensor is not a law firm and its employees are not acting as Licensee’s attorneys. Licensee
further acknowledges that the TIGRcub® Security Documentation is not a substitute for the advice of an attorney.



 


		3.1.2	Except for claims subject to the indemnification obligations set forth in Section 10.3.1 Licensor is not responsible for any
loss, injury, claim, liability, or damage related to Licensee’s use of the TIGRcub® Security Documentation. Issuer’s
reliance on and/use of the TIGRcub® Security Documentation is at its own risk.



 


		3.2	Access to Licensor’s Resources Site. On the first Business Day after Licensor receives the Deposit (as defined
in Section 4.3), Licensee shall receive access credentials for, and be permitted to access, on-line resource site (the “Resource
Site”). Licensee acknowledges and agrees that its access and use of the Resource Site is subject to the terms of this
Agreement.



 


		3.3.	Assistance with TIGRcub® Issuance Closing. At Licensee’s request, Licensor will provide the following assistance
in connection with the closing of issuances of the TIGRcub® Securities: (i) assistance in obtaining Depository Trust Company
eligibility, (ii) assistance in preparing Licensee’s Committee on Uniform Security Identification Procedures (CUSIP) application
and (iii) technical support of closing activities.



 



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		3.4	Information Available to Permitted Investors. Licensor shall integrate Licensee’s disclosures submitted to the
Trustee pursuant to the Trust Indenture in to an electronic database. Licensor shall provide electronic access to such disclosure
information to current “Holders” (as defined in the Trust Indenture) of the TIGRcub® Securities (“Permitted
Investors”). Licensor shall also make available to Permitted Investors electronic copies of final TIGRcub® Transaction
Documents (as defined below).



 


		3.5	Information Available to Prospective Secondary Purchasers. Licensor will make available to prospective secondary purchasers
of any TIGRcub® Security all of the information identified in Section 3.4 and 7.2, provided that the related current Permitted
Investor and Licensee shall direct Licensor to provide such information subject to the restrictions On the subsequent transfers
of the TIGRcub® Securities that are set forth in the Trust Indenture. At the request of Licensee, Licensor shall provide a
register of names, dates, times and entity affiliations of those parties who have accessed Licensee’s disclosures.



 


		3.6	Introduction to Qualified Prospective Investors and Qualified Prospective Placement Agents. Licensor is aware of and
acquainted with Qualified Prospective Investors who may be interested in investing in TIGRcub® Certificates issued by Licensee
and Licensor is aware of and acquainted with Qualified Prospective Placement Agents who are aware of and acquainted with prospective
investors who may be interested in investing in TIGRcub® Certificates issued by Licensee, Licensee may engage Qualified Prospective
Placement Agents at Licensee’s sole discretion pursuant to an engagement agreement Between Licensee and Placement Agent to
which Licensor shall not be a party.



 


		3.6.1	Licensor shall, in its sole and absolute discretion< for the term of this agreement, introduce Qualified Prospective Investors
to Licensee.



 


		3.6.2	Licensor shall, in its sole and absolute discretion, for the term of this agreement, introduce Qualified Prospective Placement
Agents to Licensee.



 


		3.6.3	Licensee shall return a signed Qualified Prospective Investor and Qualified Prospective Investor and Qualified Prospective
Placement Agent Identification and Acceptance Form (which is attached hereto as Exhibit 5) to Licensor prior to Licensor’s
introduction of a Qualified Prospective Investor or Qualified Prospective Placement Agent to Licensee. The Licensee may request
that the name of any specific Qualified Prospective Investor or Qualified Prospective Placement Agent not be included on the Qualified
Prospective Investor and Prospective Placement Agent Identification and Acceptance Form and in such case the Licensor shall remove
the name from such form before signature by Licensee.



 



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		3.6.4	Notwithstanding any terms to the contrary set forth herein, Licensor shall not, and shall not allow any third party (whether
a representative, consultant, advisor or otherwise) acting on its behalf to: (i) discuss with any Qualified Prospective Investor
the advantages or disadvantages of investments in general or of an investment in Licensee; (ii) provide any advice or analyses
or make any recommendations to Qualified Prospective Investors with respect to an investment in Licensee; (iii) take part in any
negotiations between Qualified Prospective Investors and Licensee; (iv) deliver any offering document to a Qualified Prospective
Investor; (v) receive or handle any Qualified Prospective Investor’s securities purchase agreement(s) prior to the issuance
of Licensee’s securities or any funds used by a Qualified Prospective Investor to invest in Licensee; (vi) participate in
any advertisement, endorsement or general solicitation regarding an investment in the Licensee; (vii) participate in the preparation
of materials (including financial data or sales literature) relating to the sale or purchase of an interest in Licensee or in the
distribution of these materials to any Qualified Prospective Investor; (viii) engage in any other communication with a Qualified
Prospective Investor regarding a possible investment in Licensee.



 


		3.6.5	Licensor shall participate in discussions with Qualified Prospective Investors as needed with respect to matters related to
TIGRcub® Securities structure, TIGRcub® Transaction Documents, closing coordination, the Trustee or other similar matters
reasonably requested by Licensee.



 


		Section 4	License and Service Fees.



 


		4.1	Amount of License and Servicing Fees. In consideration of the licenses granted In Section 2.1 and the servicing performed
by Licensor, as described in Section 3, Licensee shall pay the fees in accordance with Exhibit 3 and Section 4.2 of this Agreement.
The fees in Exhibit 3 are the aggregate of Entrex License and Service Fees and Trustee fees related to Trustee’s provision
of trustee and other services in connection with TIGRcub® Securities.



 


		4.2	Payment of the License and Servicing Fees. In accordance with Exhibit 3, Licensee shall pay Licensor in the aggregate,
(i) on the closing date of each TIGRcub® Securities issuance an amount equal to the applicable one time fees in accordance
with Exhibit 3 (the “License Fee”), minus the Deposit (as defined below) and (ii) on the closing date and on each anniversary
of the closing date of each TIGRcub® Securities issuance an amount equal to the applicable annual fees in accordance with Exhibit
3 (the “Service Fee” and, together with the License Fee, the “License and Service Fee”), less any
fees owing to the Trustee.



 


		4.3	Payment of the Deposit. Licensee shall pay Licensor an amount equal to $10,000 on the Effective Date (the “Deposit”).
The Deposit is non-refundable and upon closing shall be credited against the License and Service Fee due.



 


		4.4	Method of Payment. All License and Service Fees, including the Deposit, payable under this Agreement shall, subject
to Section 4.7, be made free and clear of any deductions for taxes by wire transfer to Licensor’s bank account using the
wire transfer instructions provided in Section 11.1 hereof (which may be amended by Licensor from time-to-time in writing following
the date hereof).



 


		4.5	Interest on Overdue License and Service Fee Payments. Without limiting the applicability of Section 10, if Licensee
fails to timely make any License Fee or Service Fee payment required to be made under this Agreement, then Licensee shall be required
to pay Licensor interest on the overdue amount, over the period commencing on the date when such License and Service Fee payment
was due and ending on the date when such amount is paid or when the obligation to pay such amount is otherwise satisfied or discharged,
at a per annum floating rate equal to the lessor of (i) the rate five hundred (500) basis points above the Prime Rate of (ii) the
highest rate permitted under applicable law.



 



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		4.6	Expenses and Other Fees. Licensee shall pay the expenses and other fees Identified on Exhibit 3 as set forth herein<
provided however, that unless otherwise agreed by Licensee, reimbursable expenses and other fees payable to the Trustee or any
other third party shall not exceed an amount equal to $25,000 in the aggregate. The Trustee or any other third party may be engaged
only following a separate express written consent of Licensee (such consent not to be unreasonably withheld, conditioned or delayed).



 


		4.7	Taxes. If any taxes are required to be withheld pursuant to applicable laws or regulations from License and Service
Fees owned to Licensor hereunder, and Licensor shall determine to obtain a refund, reduction or exemption with respect to all or
any part of any such taxes so withheld, then Licensee shall cooperate fully in the pursuit of such refund, reduction or exemption,
and, if such a reduction or exemption is obtained, shall withhold in accordance therewith.



 


		Section 5	Use and Protection of the Licensed Marks.



 


		5.1	Limitations. Subject to Section 5.2 below and apart from the Licensed Marks, Licensee may not affix any Trademark to
any TIGRcub® Certificate or use any Trademark in connection with the Commercialization or issuance of any TIGRcub® Securities,
other than (i) Licensee’s own trade name and Trademark(s), (ii) as required by applicable law or (iii) with the prior written
consent of Licensor, which shall not be unreasonably withheld, conditioned or delayed. Except for its use of the Licensed Marks
in accordance herewith, Licensee shall not use any Trademark confusingly similar to the Licensed Marks, or containing a formative,
derivative, variation or colorable imitation thereof. Licensee shall not use the Licensed Marks or any Trademark confusingly similar
to the Licensed Marks or containing a formative, derivative, variation or colorable imitation thereof as part of Licensee’s
corporate or trading name or in any other Trademark owned or Controlled by Licensee. Licensee shall not conjoin or otherwise combine,
the Licensed Marks with any other Trademark.



 


		5.2	Other Materials. Licensee may use its own trade name and Trademark(s) on advertising, marketing and promotional materials
for the purpose of Commercializing TIGRcub® Securities in accordance with the terms of this Agreement.



 


		5.3	Title. Licensee acknowledges that:



 


		5.3.1	As between Licensor and Licensee, Licensor is the owner
of the Licensed Marks;



 


		5.3.2	The Licensed Marks, and the goodwill associated therewith, are valuable properties belonging to Licensor; and



 


		5.3.3	All rights thereto are and shall remain the sole and exclusive property of Licensor.



 


		5.4	Goodwill. Any goodwill derived from the use by Licensee of the Licensed Marks shall accrue exclusively to Licensor and
Licensee hereby assigns to Licensor any and all such goodwill.



 



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		5.5	Restriction on Applications. Licensee shall not apply for or obtain registration of any Trademarks confusingly similar
to the Licensed Marks< or any Trademarks containing or comprising a formative, derivative, variation or colorable imitation
of the Licensed Marks.



 


		5.6	Protection of Licensor’s Rights. Licensee will not do or omit to do anything which might reasonably be expected
to diminish



 


		Section 6	Term and Termination.



 


		6.1	Term. This Agreement shall commence upon the Effective Date and remain in effect until terminated in accordance with
its terms (the “Term”).



 


		6.2	Licensor Termination for Cause. Notwithstanding
the foregoing:



 


6.2.1    Except as provided
in Sections 6.2.2, 6.2.3 and 6.2.4, this Agreement shall terminate, at Licensor’s option, upon thirty (30) days’ written
notice to Licensee, upon breach by Licensee of any of the material provisions hereto, provided such material breach shall not have
been cured within such thirty (30) day period (or such longer cure period as may be expressly provided for herein);


 


6..2.2    Licensor shall
have the option to terminate this Agreement immediately, if upon specific written notice by Licensor to Licensee demanding payment,
Licensee fails to pay the Deposit or any License and Service Fees by the date specified in such notice (the date not falling sooner
than three (3) Business Days following the delivery of such notice to Licensee);


 


6.2.3    Licensor shall have
the option to terminate this Agreement immediately upon written notice to Licensee if Licensee commits or attempts to commit any
act of fraud against Licensor; and


 


6.2.4    Licensor shall have
the option to terminate this Agreement immediately upon written notice to Licensee if Licensee attempts to assign this Agreement
or any of its right hereunder in violation of Section 11.7 hereof.


 


		6.3	Licensee Termination for Cause. Notwithstanding
the foregoing:



 


6.3.1    Except as provided
in Sections 6.3.2 and 6.3.3, this Agreement shall terminate, at Licensee’s option, upon thirty (30) days’ written notice
to Licensor, upon breach by Licensor of any of the material provisions hereof, provided such material breach shall not have been
cured within such thirty (30) day period (or such longer cure period as may be expressly provided for herein);


 


6.3.2    Licensee shall have
the option to terminate this Agreement immediately upon written notice to Licensor if Licensor commits or attempts to commit any
act of fraud against Licensee; and


 



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6.3.3    Licensee shall have
the option to terminate this Agreement immediately upon written notice to Licensor if Licensor attempts to assign this Agreement
or any of its right hereunder in violation of Section 11.7 hereof.


 


		6.4	Bankruptcy. This Agreement may be terminated immediately upon written notice by either Party (the “Non-Debtor
Party”) at any time during the Term (i) upon the declaration by a court of competent jurisdiction that the other Party (the
“Debtor Party”) is bankrupt and the Debtor Party’s assets are to be liquidated, (ii) upon the filing or institution
of bankruptcy, liquidation or receivership proceedings (other than reorganization proceedings under Chapter 11 of the United States
Bankruptcy Code) with respect to the Debtor Party, (iii) upon an assignment of a substantial portion of the assets for the benefit
of creditors by the Debtor Party, (iv) in the event a receiver or custodian is appointed for the Debtor Party’s business
or (v) if a substantial portion of the Debtor Party’s business is subject to attachment or similar process; provided,
however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall become effective only if
the proceeding is not dismissed within sixty (60) days after the filing thereof.



 


		6.5	Termination for Convenience. Either Licensee or Licensor may terminate this Agreement
following either (i) the maturity or redemption of all of the securities issued under this Agreement or (ii) the expiration of
all commitment letters for the issuance of TIGRcub® Securities by Licensee by giving Licensor
notice of the termination at least thirty (30) days prior to the termination date specified in the notice.



 


		6.6	Obligations Upon Expiration or Termination. The expiration or termination of this Agreement, in whole or in part, shall
not relieve Licensee from its obligations to pay any License and Service Fees accrued hereunder prior to such expiration or termination.



 


		6.7	Effect of Expiration or Termination. Upon the expiration or termination of this Agreement,
all Licensed Rights shall revert to Licensor and Licensee shall (i) immediately cease to practice any and all Licensed Rights,
(ii) immediately return to Licensor any and all of Licenser’s Confidential Information and all other materials reflecting
the Licensed Rights and (iii) cease issuing and Commercializing TIGRcub® Securities. 



 


		Section 7	Obligations of the Parties.



 


		7.1	Know-How and Improvements.



 


		7.1.1	Licensor shall disclose and communicate to Licensee all Licensed Know-How in its Control as of
the Effective Date that Licensor determines in its reasonable discretion to be necessary for Licensee’s issuance and Commercialization
of TIGRcub® Securities.



 



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		7.1.2	Licensee shall promptly disclose and communicate to Licensor all Licensee Improvements acquired, discovered, created, invented,
originated, made or conceived using the Licensed Rights following the Effective Date. Licensee shall, and hereby does, assign all
of its right, title and interest in all Licensee Improvements to Licensor. All such Licensee Improvements shall automatically be
included within the scope of the license granted pursuant to Section 2.1 of this Agreement; it being understood that such inclusion
shall not affect the License and Service Fees due pursuant to Section 4 hereof, and Licensor may, but shall not be obligated to,
at his expense, file and prosecute, or cause to be filed and prosecuted, such United States and foreign patent applications with
respect to any such Licensee Improvements as Licensor shall in its sole discretion determine. Licensee shall, and shall cause its
employees to, cooperate fully with Licensor (at Licensor’s expense) in connection with such prosecutions, if any, and, generally,
to permit Licensor to protect its proprietary interest in all Licensee Improvements.



 


		7.1.3	Any improvements relating to the Licensed Know-How acquired, discovered, invented, originated, made, conceived or Controlled
after the Effective Date by licensor that are necessary for Licensee’s issuance acid Commercialization of TIGRcub® Securities
(as determined by Licensor acting reasonably) and Controlled by Licensor shall be disclosed to Licensee and automatically be included
within the scope of the license granted pursuant to this Agreement, it being understood that such inclusion shall not affect the
License and Service Fees due pursuant to Section 4 hereof.



 


		7.2	TIGRcub® Security Issuances. Licensee will:



 


		7.2.1	Remain domiciled in the country in which TIGRcub® Securities are issued;



 


		7.2.2	Not sell any TIGRcub® Security outside of the United States without the prior approval of Licensor, which such approval
shall not be unreasonably withheld, conditioned or delayed;



 


		7.2.3	Complete the Entrex Know Your Customer form attached hereto as Exhibit 4 before the first issuance of Licensee’s TIGRcub®
Security;



 


		7.2.4	Utilize the standardized TIGRcub® Security Documentation made available by Licensor on the Resource Site to consummate
all TIGRcub® Security Issuances, unless otherwise agreed to in writing by Licensor, Licensor’s written approval shall
not be unreasonably withheld as long as Licensee utilizes Security Documentation. In the event Licensee alters such TIGRcub®
Security Documentation with Licensor’s prior written approval, Licensee shall and hereby does assign to Licensor all of Licensee’s
right, title and interest in (but for the avoidance of doubt, not under) such altered documentation to Licensor;



 



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		7,2.5	Engage a trustee, subject to-Licensor’s approval, which will not be unreasonably withheld
(the “Trustee”), under a trust indenture (the “Trust Indenture”) that shall contain, inter alia, certain
restrictions on transfer and obligations requiring the holder of a TIGRcub® Certificate
to provide certain information to the Trustee (which information the Trustee may provide to Licensor) in connection with any transfer,
assignment or other disposition of any TIGRcub® Certificate;



 


		7.2.6	Maintain a copy of the Trust Indenture, and all amendments and supplements thereto, with the corporate secretary of Licensee;



 


		7.2.7	Deliver to the Trustee the financial information set forth in the Trust Indenture in accordance
with the delivery schedule set forth therein. In addition, on the date of any purchase or sale by Licensee of any TIGRcub®
Security (including, without limitation, issuance or redemption of any TIGRcub® Security),
Licensee shall notify Licensor in writing the purchase, redemption or sales price, as the case may be, for such TIGRcub®
Security;



 


		7.2.8	Deliver to the Licensor a copy of all executed TIGRcub®
securities purchase agreements, trust indentures, placement agent agreements, term sheets and all other Operative Agreements (as
defined in the Trust Indenture) (together the “TIGRcub® Transaction Documents”);
and



 


		7.2.9	Include appropriate legend(s) on any and all TIGRcub®
Certificates issued from time to time by Licensee noting transfer restrictions, such as:



 


“THE INTEREST REPRESENTED HEREBY MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF THE TRUST INDENTURE BETWEEN (NAME OF LICENSEE] AND THE [NAME OF TRUSTEE), AS TRUSTEE, A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF [NAME LICENSEE]”


 


		7.2.10	Include the following disclaimer and limitation in all prospectuses (including any free-writing
prospectus and any amendments or supplements to any prospectus), registration statements, private placement memoranda, offering
memoranda and any other similar informational materials, including, but not limited to, documents required to be filed with any
United States federal or state governmental, quasi-governmental or regulatory agencies (collectively, “Offering Documents”),
and all other Materials, and any contract(s), in each case that refers to TIGRcub® Securities
or the Licensed Marks, and upon request to furnish a copy thereof to Licensor:



 



    	Page 11



    	 



    

 


“The TIGRcub®
and Entrex® trademarks are used under license from Entrex, Inc. (“Entrex”). No TIGRcub®
Securities or other financial product offered by [NAME OF LICENSEE], or its affiliates is sponsored, endorsed, offered, sold or
promoted by Entrex. Entrex makes no representation or warranty, express or implied, to the owners of any financial product or any
member of the public regarding the advisability of investing In securities or financial products generally or in TIGRcub®
Securities in particular. Entrex is not responsible for and has not participated in the preparation or distribution of any [NAME
OF LICENSEE] offering materials or any other document prepared and distributed to investors in connection with the offering(s)
contemplated by [NAME OF LICENSEE], and disclaims any liability or obligation whatsoever in respect thereof. Entrex has no obligation
or liability to any third party in connection with the administration, marketing or trading of TIGRcub®
Securities.


 


WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL ENTREX HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.”


 


		7.2.11	Cause the name of any and all TIGRcub® Securities to
include the Licensed Marks and to use the Licensed Marks in the designation of all TIGRcub®
Securities.



 


		7.3	Information Provided to Licensor. Licensee understands and agrees that any and all information provided to the Trustee or Entrex
pursuant to Section 7.2 will be used by Licensor for the following purposes, among others to be determined in Licensor’s
sole discretion:



 


		7.3.1	To create an electronic database of Licensee’s TIGRcub®
Transaction Documents and disclosures pursuant.to the



 


® securities; and


 


		7.3.3	To create and publish various market indexes.



 


		Section 8	Confidentiality.



 


		8.1	Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, each Party
agrees that for the Term and for ten (10) years thereafter, it shall keep the disclosing Party’s Confidential Information
confidential to the same extent and in at least the same manner as the recipient Party protects its own Confidential Information,
and shall not publish or otherwise disclose or use such Confidential Information without the disclosing Party’s consent.
Each Party shall, however, be permitted to. disclose relevant aspects of the other’s Confidential Information to its officers,
directors, professional advisors (including attorneys, bankers and consultants), contractors, subcontractors and employees, and
to the officers, directors, profession advisors, contractors, subcontractors and employees of its affiliates, on a need to know
basis; provided, however, that the recipient Party shall take all reasonable measures to ensure that Confidential Information of
the disclosing Party is not disclosed in contravention of the provisions of this Agreement by such persons and entities. Confidential
Information shall not include information that the recipient Party can establish:



 



    	Page 12



    	 



    

 


		8.1.1	Was already known by the recipient Party (other than under an obligation of confidentiality) at the time of disclosure by the
disclosing Party;



 


		8.1.2	Was generally available to the public or otherwise part of the public domain at the time of its disclosure to the recipient
Party;



 


		8.1.3	Became generally available to the public or otherwise part of the public domain after its disclosure or development, as the
case may be, other than through any unauthorized act or omission of the recipient Party;



 


		8.1.4	Was disclosed to the recipient Party, other than under an obligation of confidentiality, by a third party who had no obligation
to the disclosing Party not to disclose such information to the recipient Party; or



 


		8.1.5	Was independently discovered or developed by or on behalf of the recipient Party without the use of any of the disclosing Party’s
Confidential Information.



 


		8.2	Authorized Disclosure. Notwithstanding the provisions of Section 8.1, each Party may disclose Confidential Information
to the extent such disclosure is reasonably necessary to comply with applicable laws and regulations.



 


		8.3	Notice of Disclosure. In the event it Party deems it reasonably necessary to disclose Confidential Information belonging
to the other Party pursuant to Section 8.2, it shall to the extent possible give reasonable advance written notice of such disclosure
to such other Party, take reasonable measures to ensure confidential treatment of the Confidential information and cooperate with
any lawful measures of such other Party to keep such Confidential information confidential.



 



    	Page 13



    	 



    

 


		8.4	SEC Filings and Other Disclosures. Licensee may disclose the terms of this Agreement (1) to the extent required, in
the reasonable opinion of Licensee’s legal counsel, to comply with applicable laws, including the rules and regulations promulgated
by the United States Securities and Exchange Commission, any stock exchange or any governmental, quasi-governmental agency, court
or tribunal of competent jurisdiction and (ii) in connection with a prospective acquisition, merger or financing of Licensee, to
prospective acquirers or merger candidates or to existing or potential investors, provided that prior to such disclosure each such
prospective acquirer, candidate or investor shall agree in writing to be bound by obligations of confidentiality and non-use no
less restrictive in scope than those set forth in this Section 8. Notwithstanding the foregoing, before disclosing this Agreement
or any of the terms hereof pursuant to clause (i) above, the Parties will consult with one another on the terms of this Agreement
to be redacted in making any such disclosure, which redactions shall also be made in all future disclosures unless required to
be disclosed by order of the United States Securities and Exchange Commission, any stock exchange, or any other governmental, quasi-governmental
agency, court or tribunal of competent jurisdiction. if Licensee discloses this Agreement or any of the terms hereof in accordance
with clause[s] (i) [and (ii)] above, Licensee shall seek, at its own expense, confidential treatment for such portions of this
Agreement or terms as may be reasonably requested by Licensor.



 


		8.5	Public Announcements; Publications.



 


		8.5.1	Coordination. The Parties agree on the importance of coordinating their public announcements respecting this Agreement
and the subject matter hereof. The Parties shall, from time to time, and at the request of the other Party, discuss and agree on
the general information content relating to this Agreement which may be publicly disclosed.



 


		8.5.2	Press Release. The Parties may simultaneously release a mutually agreed-upon announcement regarding the signing of this
Agreement.



 


		Section 9	Representations and Warranties.



 


		9.1	Licensor. Licensor hereby represents and warrants
as follows:



 


		9.1.1	Licensor (i) has full right, power and authority to enter into and perform this Agreement, and (ii) is not subject to any legal,
contractual or other impediment which would inhibit its ability to enter into and perform this Agreement;



 


		9.1.2	Licensor is the owner or exclusive licensee of the Licensed Marks and Licensed Know-How, including
the TIGRcub® Security Documentation and materials that may be posted on Licenser’s
Resource Site for Licensee’s Intended use;



 


		9.1.3	There are no claims or proceedings of any kind, threatened or pending, that assert that the Licensed Rights infringe, misappropriate
or compete unfairly with any copyright, trade secret, patent trademark, or other Proprietary Rights of any third party;



 


		9.1.4	To the best of Licenser’s knowledge the use and Commercialization of the Licensed Rights as contemplated by this Agreement
does not infringe, misappropriate or compete unfairly with any United States copyright, trade secret, patent, trademark or other
Proprietary Rights of any third party;



 



    	Page 14



    	 



    

 


		9.1.5	There are no pending or issued United States third-party patents that Licensor or its counsel
reasonably believes may serve as an obstacle or limitation to (i) the issuance or enforceability of the Licensed Patent Rights,
(ii) Licenser’s ability to perform under this Agreement, or (iii) Licensee’s Commercialization of TIGRcub®
Securities as contemplated by this Agreement;



 


		9.1.6	There is no outstanding Legal Proceeding to which Licensor is a party which, if decided unfavorably to Licensor, would have
a materially adverse effect on Licensor’s ability to fulfill its obligations under this Agreement;



 


		9.1.7	Licensor has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary bankruptcy petition,
(iii) suffered the filing of any involuntary bankruptcy petition by any of its creditors, (iv) suffered the appointment of a receiver
to take possession of all or any substantial portion of its assets, (v) suffered the attachment or other judicial seizure of all
or any substantial portion of its assets;



 


		9.1.8	Licensor is already acquainted with the Qualified Prospective Investors it may introduce to the Licensee and has a pre-existing
relationship with them, has not and will not make any public or general solicitation or advertising to locate such Qualified Prospective
Investors, that such Qualified Prospective Investors are known to Entrex through its prior experiences, and that it has not previously
contacted such investors on behalf of Licensee;



 


		9.1.9	Licensor is not a registered representative with any broker-dealer in the United States, is not employed by or associated with
any broker-dealer in the United States, Is not an investment adviser either generally or with respect to the specific individuals,
and has not become aware of the specific investor through any registered representative or broker-dealer in the United States;
and



 


		9.1.10	Licensor is and shall at all times during the Term be in compliance with any federal and state securities laws and regulations
applicable to it and its activities from time to time.



 


		9.2	Licensee. Licensee hereby represents and warrants
as follows:



 


		9.2.1	Licensee (i) has full right, power and authority to enter Into and perform this Agreement and (ii) is not subject to any legal,
contractual or other impediment which would inhibit its ability to enter into and perform this Agreement, which has not been waived
or consented to prior to the Effective Date or prior to the closing date referred to in Section 4.2 above at the latest;



 



    	Page 15



    	 



    

 


		9.2.2	There is no outstanding litigation, arbitrated matter or other dispute to which Licensee is a party which, if decided unfavorably
to Licensee, would have a materially adverse effect on Licensee’s ability to fulfill its obligations under this Agreement;



 


		9.2.3	Licensee has (or will have latest on the closing date referred to in Section 4.2 above at the latest) the capability and intention
to Commercialize and issue TIGRcub® Security instruments in the United States and to pay the Deposit and License and Service
Fees described provided in Section 4; and



 


		9.2.4	Licensee has not (I) made a general assignment (not by way of granting security interests in connection with financings) for
the benefit of creditors, (ii) fled any voluntary bankruptcy petition, (iii) suffered the filing of any involuntary bankruptcy
petition by any of its creditors, (iv) suffered the appointment of a receiver to take possession of all or any substantial portion
of its ascots, (v) suffered the attachment or other judicial seizure of all or any substantial portion of its assets or (vi) admitted
in writing its inability to pay any of his debts.



 


		Section 10	Disclaimer of Warranties; Limitation of Liability;
Indemnification.



 


		10.1	Disclaimer of Warranties. EXCEPT AS SET FORTH IN SECTION 9, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED,
AND EACH PARTY HEREBY EXCLUDES ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE
QUALITY, OR OF FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
PARTY AGREES THAT NEITHER IT NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY HEREUNDER OR OTHERWISE WITH RESPECT TO ANY REPRESENTATION,
WARRANTIES OR OTHER STATEMENTS, WRITTEN OR ORAL, MADE BY OR ON BEHALF OF THE OTHER PARTY, EXCEPT AS SET FORTH IN SUCH SECTION 9.



 


		10.2	Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 10.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER
PARTY FOR ALL DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, IN CONNECTION WITH THE LICENSED RIGHTS AND THIS AGREEMENT
IN ANY RESPECT WHATSOEVER SHALL IN NO EVENT EXCEED THE SUM OF THE LICENSE AND SERVICE FEES ACTUALLY PAID TO LICENSOR HEREUNDER.
NEITHER PARTY SHALL BE LIABLE FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS,
LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



 



    	Page 16



    	 



    

 


		10.3	Indemnification.



 


		10.3.1	Licensor. Licensor will defend, indemnify and hold harmless Licensee and its affiliates and their respective officers,
employees and agents from and against any and all losses, expenses, claims, damages, liabilities, causes of action and costs (including
the cost of investigation and attorney’s fees) of any nature made or lawsuits or other proceedings filed or otherwise Instituted
against Licensee or any such other person or entity (collectively, “Liabilities”) alleging (1) breach by Licensor of
any of Licensor’s representations or warranties in Section 9.1 or (ii) that the Licensed Rights infringe the Proprietary
Rights of any third party (an “Infringement Claim’). Notwithstanding the foregoing, Licensor will have no obligations
to Licensee with respect to any Infringement Claim that is based on (1) any modification of the Licensed Rights not made or approved
in writing by Licensor or as otherwise approved pursuant to this Agreement, (2) any combination of the Licensed Rights with other
products, services, or technology not approved in writing or provided by Licensor or (3) any unauthorized use of the Licensed Rights.
The indemnification obligation of Licensor as set forth in this Section 10.3.1 is Licensee’s sole and exclusive remedy for
any and all Infringement Claims related to the Licensed Rights.



 


		10.3.2	Licensee. Licensee will defend, indemnify and hold harmless Licensor and its affiliates
and their respective officers, employees and agents from and against any and all Liabilities or lawsuits or other proceedings filed
or otherwise by Licensee of any of Licensee’s representations or warranties in Section 9.2 (ii) fraud, misrepresentation
or any similar claim and arising out of Licensee’s Commercialization and/or issuance of TIGRcub®
Securities or (iii) any untrue statement of a material fact contained in any Offering Document or other Materials or that arises
out of or is based upon any omission to state a material fact required to be stated therein or necessary to make the statements
made therein not misleading, except insofar as any such Liability arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in and in conformity with information concerning Licensor famished in writing by
or on behalf of Licensor to Licensee expressly for use in an Offering Document or in the applicable Materials.



 



    	Page 17



    	 



    

 


		10.3.3	Procedures. If any third party claim is commenced against a party entitled to indemnification under Section 10.3,1 or
Section 10.3.2 (the “Indemnified Party”), notice thereof shall be given by the Indemnified Party to the other Party
(the “Indemnifying Party”) as promptly as practicable. Any delay by the Indemnified Party in providing such notice
shall not limit the Indemnifying Party’s obligations pursuant to Section 10.3.1 or Section 10.3.2 except to the extent of
any Liabilities caused by such delay. If, after such notice, the Indemnifying Party acknowledges that this Agreement applies with
respect to such claim, then the Indemnifying Party shall be entitled, if it so elects, in a notice promptly delivered to the Indemnified
Party, but in no event less than ten (10) days prior to the date and which a response to such claim is due, to Immediately take
control of the defense and investigation of such claim and to employ and engage attorneys acceptable to the Indemnified Party to
handle and defend the same, at the Indemnifying Party’s cost. The Indemnified Party shall cooperate, at the cost of the Indemnifying
Party, with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising
therefrom; provided, however, that the Indemnified Party may, at its own cost, participate, through its attorneys or otherwise,
in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves
‘a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified
Party. After notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of
any such claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal fees and expenses Incurred thereafter
by such Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume fall control
over the defense of a claim subject to such defense as provided in-this Section, the Indemnifying Party may participate in such
defense, at its cost, and the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate,
at the cost of the Indemnifying Party.



 


		10.3.4	Additional Obligations. If continued use of any Licensed Know-How or Licensed Mark, the
continued use any invention covered by a Licensed Patent Right, or the exercise of any Licensed Right is enjoined, or is the subject
of a settlement or other agreement that limits, prevents or adversely affects Licensee’s issuance and/or Commercialization
of TIGRcub® Securities, then (a) the affected licenses) granted under Section 2.1 shall
immediately terminate without the need for any further action by either Party, (b) Licensee shall, at the option of Licensor, either
(i) phase out the use of the Materials in the ordinary course of business or (ii) promptly cease the use of the Materials, provided
that in each case Licensor agrees to reimburse Licensee for the cost of such Materials (following Licensee’s presentation
of substantiation for such costs), (c) Licensor shall promptly refund to Licensee a pro rata share of any Service Fees paid by
Licensee In the affected year, as well as, [a pro rata share of] the License Fees paid by Licensee hereunder based on the longest
maturity date for any then outstanding TIGRcub® Securities issued by Licensee, and (d)
Licensee shall cease issuing and Commercializing TIGRcub® Securities.



 



    	Page 18



    	 



    

 


		Section 11	Miscellaneous Provisions.



 


		11.1	Notices. Any notice, demand, consent, request or other communication required or permitted to be delivered hereunder
to either Party hereto (the “Receiving Party”) shall be in writing and shall be deemed properly delivered, given and
received on the earlier of (i) the date of actual delivery of such notice, demand, consent, request or other communication to the
Receiving Pasty at the address set forth beneath the name of the Receiving Patty, below (or at such other address as the Receiving
Party shall have specified in a written notice delivered to the other Party hereto); (ii) the date three (3) Business Days after
the date on which such notice, demand, consent, request or other communication is deposited as registered or certified mail, postage
prepaid, with return receipt requested, addressed to the Receiving Party at the address set forth beneath the name of the Receiving
Party below (or at such other address as the Receiving Party shall have specified in a written notice delivered to the other Party
hereto); or (iii) the date of an e-mail with such notice, demand, consent, request or other communication, provided that the receipt
of such e-mail is acknowledged by the Receiving Party within three (3) Business Days of the date of the e-mail:



 





Licensor:


 


Entrex, Inc.


233 South Wacker Drive.


Suite 300.


Chicago, IL 60606


Attn: Mr. Stephen H. Watkins, Chairman and Chief Executive
Officer


e-mail address: swatkins@entrex.net


 


Licensor Wire Transfer Instructions:


 


Wachovia Bank: ABA 063000021- Jacksonville FL


Number 2000013727417 - For the Benefit of Entrex,
Inc.


 


With a copy to:


 


Dewey & LeBoeuf LLP


1301 Avenue of the.Americas


New York, New York 10019


Attn: John Keiserman, Esq.


 


Licensee:


 


EOS PETRO, INC.


2049 CENTURY PARK EAST SUITE 3670


LOS ANGELES, CA. 90067


TO THE ATTENTION OF MICHAEL FINCH


 



    	Page 19



    	 



    

 


With a copy to:


 


JEFF BERG


BAKER & HOSTETLER, LLP


12100 Wilshire Blvd. 15th
Floor Los Angeles, CA. 90025


 


		11.2	Headings. The Section headings contained in this Agreement are for convenience of reference only, shall not be deemed
to be a part of this Agreement and shall not be referred to In connection with the construction or interpretation of this Agreement



 


		11.3	Governing Law. This Agreement shall be construed and interpreted In accordance with, and shall be governed in all respects
by, the laws of the State of New York (without giving effect to principles of conflicts of laws).



 


		11.4	Jurisdiction. Neither Party shall commence any Legal Proceeding or action against the other Party under this Agreement
unless and until such Parties have attempted in good faith to settle the underlying dispute arising out of or relating to this
Agreement through negotiation for a period of not less than fifteen (15) Business Days. Each of the Panics hereto irrevocably and
unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the United States District Court
for the Southern District of New York or, if such court will not accept jurisdiction, the Supreme Court of the State of New York,
New York County or any court of competent civil jurisdiction sitting in New York County, New York, and any appellate court with
jurisdiction over the judgments of such courts, in any action or proceeding arising out of or relating to this Agreement. Each
of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise
any claims that it is not subject to the jurisdiction of the above courts, that such action or suit is brought In an inconvenient
forum or that the venue of such action, suit or other proceeding is “improper. Each of the Parties hereto also agrees that
any final and unappealable judgment against a Party hereto in connection with any action, suit or other proceeding shall be conclusive
and binding on such Party and that such award or judgment may be enforced in any jurisdiction, either within or outside of the
United States, by suit on the judgment or in any other manner permitted by law. A certified or exemplified copy of such award or
judgment shall be conclusive evidence of the fact and amount of such award or judgment.



 


		11.5	Waiver of Jury Trial. Each Party hereto waives, to the fullest extent permitted under applicable law, any right it may
have to a trial by jury in any legal proceeding arising out of or relating to this Agreement.



 



    	Page 20



    	 



    

 


		11.6	Specific Performance. Without limiting the rights of each Party hereto to pursue all other legal and equitable rights
available to such Party for any other Party’s failure to perform their obligations under this Agreement, the Parties acknowledge
and agree that the remedy at law for any failure to perform their obligations hereunder would be inadequate and that each of them,
respectively, shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such
failure without the requirement of posting a bond or other security.



 


		11.7	Assignment. Except with the express written consent of Licensor and Licensee, which may not be withheld unreasonably,
Licensee and Licensor shall not (whether voluntarily, involuntarily, by operation of law or otherwise) (i) sell, transfer or assign
any of the Licensed Rights or any interest in any of the Licensed Rights to any third person; (ii) pledge or encumber any of the
Licensed Rights or any interest in any of the Licensed Rights; (iii) sell, transfer or assign any of Licensee’s or Licensor’s
rights under this Agreement or (iv) delegate any of Licensee’s and Licensor’s obligations under this Agreement. Any
attempted or purported sale, transfer or assignment by Licensee or Licensor of any of the Licensed Rights or any interest therein
or of any rights under this Agreement in violation of this Section, and any attempted or purported delegation by Licensee of any
of his obligations under this Agreement in violation of this Section, shall be null and void ab initio and of no force or
effect, and shall not bind or be recognized by the signing parties.



 


		11.8	Successors and Assigns. Subject to the provisions of Section 11.7 of this Agreement, this Agreement shall be binding
upon (a) Licensor and its successors and assigns; and (b) Licensee and its successors and assigns. Except for the provisions of
Section 10.3, the provisions of this Agreement are not intended to, and shall not, provide any rights or remedies to any other
person.



 


		11.9	Severability. If any term or other provision of this Agreement is invalid, illegal or. incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force
and effect, and the invalid, illegal or unenforceable provision shall be reformed to the minimum extent required to render such
provision valid, legal and enforceable and in a manner so as to preserve the economic and legal substance of the transactions contemplated
hereby to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are
fulfilled to the extent possible.



 



    	Page 21



    	 



    

 


		11.10	Relationship Between Parties. The relationship between Licensor and Licensee is that of independent contractors. Licensor
and Licensee are not joint venturers, partners, principal and agent, franchiser and franchisee, master and servant, employer or
employee, attorney and client, and have no relationship other than as independent contracting parties. Neither Party shall have
the power to bind or obligate the other party in any manner.



 


		11.11	Non-Circumvention. Licensee will not in any manner circumvent, or attempt to circumvent
its payment obligations under this Agreement. Therefore, during the ‘Restricted Period, neither Licensee nor its subsidiaries
will directly or indirectly (i) raise financing by issuing TIGRcub® Certificates or any
similar revenue1articipating securities; (ii) enter into any financing transactions using T1GRcub Certificates or any similar revenue
participating securities with any Qualified Prospective Investors) listed on a Qualified Prospective Investor and Qualified Prospective
Placement Agent Identification and Acceptance Form (which is attached hereto as Exhibit 5) signed by the Licensee or (iii) enter
Into any financing transactions using TIGRcub® Certificates or any similar revenue participating
securities with any investor introduced to Licensee by a Qualified Prospective Placement Agent(s) listed on a Qualified Prospective
Investor and Qualified Prospective Placement Agent Identification and Acceptance Form (which is attached hereto as Exhibit 5) signed
by the Licensee, except in each case with the express prior written consent of Licensor (such consent not to be unreasonably withheld,
conditioned or delayed.



 


		11.12	Entire Agreement. This Agreement sets forth the entire understanding of prior agreements and understandings between
the Parties hereto relating to the subject matter of this Agreement. No amendment, modification, change or supplement to this the
Parties hereto with respect to the subject matter of this Agreement and supersedes all Agreement shall be valid unless in writing
signed by authorized representatives of each of Licensor and Licensee.



 


		11.13	Interpretation. The use of any gender herein shall be deemed to be or include the other genders and the use of the singular
herein shall be deemed to include the plural (and vice versa), wherever appropriate. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase `without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (i)
any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified in writing, (ii) any reference herein
to any person shall be construed to include the person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof and (iv) all references herein to Sections, Exhibits or Schedules shall be construed to refer
to Sections, Exhibits and Schedules of this Agreement. References to dollar amounts shall be deemed to indicate United States Dollars.



 



    	Page 22



    	 



    

 


		11.14	Waiver. No failure on the part of either Party hereto to exercise any power, right, privilege or remedy hereunder, and
no delay on the part of either Party hereto in exercising any such power, right, privilege or remedy, shall preclude any other
or further exercise thereof or of any other power, right, privilege or remedy.



 


		11.15	Construction. Each Party hereto agrees that any rule of construction to the effect that ambiguities are to be resolved
against the drafting Party shall not be applied in the construction or interpretation of this Agreement.



 


		11.16	Additional Documents and Actions. Licensee agrees to execute and deliver, or cause to be executed and delivered, at
Licensor expense, such agreements, instruments and documents, Including a memorandum of license suitable for recording in the United
States Patent and Trademark Office (or the equivalent agency in any relevant foreign jurisdiction) and satisfactory in form and
substance to Licensor, and to take such other actions at Licensor expense, as Licensor reasonably determines to be necessary or
appropriate for the purpose of effectuating, evidencing, implementing or facilitating the consummation of any of the transactions
contemplated by this Agreement or for the purpose of enabling Licensor to enforce any of its rights under this Agreement, each
at the expense of Licensor.



 


		11.17	Survival. Notwithstanding any other provisions contained in this Agreement, the rights and obligations in Sections 5.3,
5.4, 5.7, 6.6, 8, 10 and 11 shall survive the expiration termination of this Agreement.



 


		11.18	Nonexclusivity. Unless otherwise provided for herein, the rights and remedies of each Party under this Agreement are
not exclusive of or limited by or in limitation of any other rights or remedies (including any rights of set off) which a Party
may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative.



 


[Signature Page Follows]


 



    	Page 23



    	 



    

 


IN WITNESS WHEREOF, Licensor
and Licensee have caused this Agreement to be executed as Of the Effective Date.


 


	LICENSOR:	ENTREX, INC.
	 	 	 	 
	 	By:	/s/ Stephen H. Watkins
	 	 	 	 
	 	 	 Name:	Stephen H. Watkins
	 	 	 	 
	 	 	 Title:	Chief Executive Officer
	 	 	 	 
	 	 	 Date:	March 1, 2012
	 	 	 	 
	LICENSEE:	[NAME OF LICENSEE]
	 	 	 	 
	 	By:	/s/ Michael J. Finch
	 	 	 	 
	 	 	 Name:	Michael J. Finch
	 	 	 	 
	 	 	 Title:	Chief Executive Officer
	 	 	 	 
	 	 	 Date:	March 1, 2012


 



    	Page 24



    	 



    

 


EXHIBIT 1


 


THE LICENSED MARKS


 





 



    	Page 25



    	 



    

 


EXHIBIT 2


 


TRADEMARK USAGE GUIDELINES


Entrex, Inc. Trademark Usage Guidelines


Last Updated: August 1, 2011


 


Document Purpose and Contact Information


 


These Trademarks Usage Guidelines outline the general requirements
related to your use of Licensed Marks, which are depicted below:


 





 


Entrex reserves the right to modify or update the artwork for
the Licensed Marks from time to time. You are required to begin using the new artwork in any Materials as soon as it is made available
to you.


 


Entrex reserves the right to monitor the compliance of all advertising,
marketing, promotional and other materials (collectively, the “Materials”) bearing the Licensed Marks, even those Materials
that have been approved in accordance with the quality control provisions of the Agreement.


 


Should you have any question concerning this document or your
use of the Licensed Marks, please contact the following person:


 


Stephen H. Watkins


Chief Executive Officer


Entrex, Inc.


233 South Wacker Drive


Suite 300


Chicago, IL 60606


SWatkins@entrex.net


(954) 856-6659


 



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Your Responsibilities


 


Improper use of a Trademark may lead to the loss of value and
proprietary rights in the Trademark. As a licensee of the Licensed Marks, it is your responsibility to help protect the value and
proprietary nature of the Licensed Marks by adhering to the usage standards set forth in these Trademark Usage Guidelines and In
the Agreement. You must obtain written consent from Entrex prior to utilizing any Licensed Mark in any way that is inconsistent
with these Trademark Usage Guidelines.


 


Trademark Grammar


 


All Materials must correctly use the Licensed Marks in sentences.
Follow these rules whenever using a Licensed Mark in a sentence:


 


		·	The Licensed Marks should always be used as adjectives and never as nouns or verbs;



 


		·	The Licensed Marks should never be used in the passive voice;



 


		·	The Licensed Marks should never be used in the plural or possessive
forms;



 


		·	The Licensed Marks should always be presented in a distinctive fashion,
such as by using all capital letters, quotation marks, italics, boldface type or underlining; and



 


		·	The appropriate notice. symbol ("TM", "SMT' or "®"),
as directed by Entrex, should be used with all uses of a Licensed Mark. If a Licensed Mark appears repeatedly in any Materials,
the notice symbol does not need to appear throughout the Material so long as the notice symbol is included prominently in the first
use.



 


Alteration of the Licensed Marks


 


The Licensed Marks may never be altered without first obtaining
written approval from Entrex. This includes, but is not limited, to the following alterations:


 


		·	Adding
other design elements, such as text or images, to the Licensed Marks;



 


		·	Translating
or otherwise adapting the Licensed Marks into any other language;



 



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		·	Changing
the color of the Licensed Marks;



 


		·	Scaling
the Licensed Marks horizontally, vertically or otherwise;



 


		·	Rotating
the Licensed Marks;



 


		·	Repositioning
design elements within the Licensed Marks; and



 


		·	Applying distortion effects to the Licensed Marks, such as gradations,
3D effects, drop shadows, sparkles or other graphic effects.



 


Always reproduce the Licensed Marks (other than word marks)
from the digital file supplied by Entrex.


 


Attribution of Ownership


 


When a Licensed Mark is used, the following "credit"
should appear in close proximity to the Licensed Marks:


"[MARK] is a trademark of Entrex, Inc."


 


Co-Branding


 


Except as may be otherwise provided for in the Agreement, the
Licensed Marks may not be used in any Materials with any other Trademarks without the prior, express, written consent of Entrex.


 


Color of Trademarks


 


The Licensed Marks should always appear in the color(s) specified
by Entrex. When it Is not possible to display a Licensed Mark in the appropriate color(s), it should generally be displayed in
black.


 


Reversed-Oat Trademarks


 


A "reversed-out" trademark is a trademark displayed
on a darker background using a lighter typeface or image for the trademark's design elements. If a Licensed Mark is displayed in
reversed-out form, use it in color whenever possible. If color reproduction is not feasible or desirable, display the Licensed
Mark In white.


 


Clearspace Surrounding Trademarks


 


In order to protect the Integrity and impact of the Licensed
Marks, an area of "clearspace" should be maintained around the Licensed Marks. This area of clearspace should contain
no images, text or other design elements. Generally, the minimum distance between a Licensed Mark and any other design elements
should be the lesser of the height or length of the Licensed Mark being used.


 



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EXHIBIT 3


 


TIGReub® Security issuance


License and servicing Fee Schedule


Effective September 1, 2009


 


	TIGReub® Security 
Issurance Size	 	$1,6999,999 or less	 	 	$1,700,000 to 
$50,000,000	 	 	Above $50,000,000	 
	Combined Entrex and 
Trustee Fees	 	One

Time

Fees	 	 	Accrual Fees	 	 	One Time 
Fees	 	 	Accrual

Fees	 	 	One Time 
Fees	 	 	Accrual

Fees	 
	Transaction Type	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Secured	 	 	N/A	 	 	 	N/A	 	 	$	10,000 +1.5	%	 	 	55 bps	 	 	 	1.35	%	 	 	50 bps	 
	Unsecured	 	$	25,000	 	 	$	15,000	 	 	 	1.35	%	 	 	50 bps	 	 	 	1.25	%	 	 	45 bps	 



 


FEES AND SERVICING EXPLANATIONS


 


The fees set forth above are subject to terms and conditions
of the TIGRcub® License and Servicing Agreement and Trustee's service agreements. The annual basis point referenced above is
per TIGRcub® Security issuance and will be applied to the cumulative total face value of issuances of the same security. Fees
cover the duties and responsibilities of Entrex and the Trustee related to closing coordination, account administration, and TIGRcub®
Security holder services including collection of declared revenues of the Licensee, payment distributions to TIGRcub® Security
holders, preparation and distribution of redemption notices, annual tax reporting for certificate holders, and the monitoring of
issuer compliance. This fee is payable In advance for the year and shall not be prorated. The fees for performing extraordinary
or other services not contemplated at the time of the execution of the transaction or not specifically covered elsewhere in this
schedule will be commensurate with the service to be provided. These extraordinary services may include.. but are not limited to,
supplemental agreements, consent operations, unusual releases, and preparation of special or interim reports or collateral custodian
services.


 


1. Inclusive of Entex License and Service fees and
Trustee's Payment Agent, Registrar, Transfer Agent and Services Fees(the Entrex License Fee has been incorporated into the One
Time Fees outlined above and the Entex Service Fee has been Incorporated into the Annual Fees outlined above). Fees above do not
include Trustee's Collateral Agent fees, if required, in connection with collateral custodian services or Settlement Agent fees
for t44A transactions.


2.Secured transactions include security interests
in assets of the Issuer and collateral assignments.


3.Fees ate determined as a percentage of the overall
TIGRcub® issuance size. For multiple closings of the same security, add $5,000 per closing for each closing after the initial
closing.


 


Additional out-of-pocket expenses of the Trustee are excluded
in the fee schedules above and may include, but are not limited to, telephone; facsimile; courier; copying; postage; supplies;
statutory tiling charges, including UCC amendments, continuations, and termination fees; and, expenses of Trustee representative(s)
and counsel for attending special meetings.


 



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In the event that a default occurs and is not cured within the
appropriate time period required by the Trust Indenture, Trustee shall be paid a "Default Administration Fee" calculated
in accordance with Trustee's hourly rate in effect at the time of the default and as may be modified by Trustee in Its sole discretion
from time to time thereafter, plus all expenses incurred by Trustee, which expenses will include the fees and expenses of counsel.
In addition. if Trustee is required to advance any payments, Trustee shall be entitled to charge interest on such advances at Trustee's
(or one of its affiliate's) prime rate in effect on the date of the advance.


 


The above fee schedules exclude any fees and expenses of Trustee's
counsel for its services as and when necessary, including counsel's review of governing documents, communication with members of
the closing party (including representatives of the issuer, investment banker(s), attorney(s) and Trustee), attendance at meetings
and the closing, and such other services as Trustee may deem necessary by its counsel. The counsel fee will be the actual amount
of the reasonable fees and expenses charged by counsel and is payable at closing. Should closing not occur, Licensee shall still
be responsible for payment of reasonable counsel fees and expenses.


 



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EXHIBIT 4


 


ENTREX, INC. KNOW YOUR CUSTOMER FORM


 


(TO BE COMPLETED BEFORE FIRST TIGRcub®
SECURITY ISSUANCE)


 


To Our New Customers:


 


In order to comply with the Patriot Act of 2001 and Know
Your Customer guidelines established therein by the Federal Reserve Bank, Entrex, Inc. Is required to obtain certain information
and documentation about you and your Company prior to issuing your Company's first TIGRcub® Security. Pease fill in the blanks
below, attach the items requested, and forward to Entrex, Inc. Please direct questions to Larry P. Roches, President and Chief
Operating Officer, at 312-488-1101 or at Troches@entrex.net. We appreciate your cooperation and look forward to a mutually beneficial
business relationship with you.


 


SECTION I: GENERAL INFORMATION


 


Business Name: EOS PETRO, INC.


 


Address: 2049 CENTURY PARK EAST SUITE 3670


 


	City: LOS ANGELES	State/Province:-CALIFORNIA
	 	 
	Zip/Postal Code: 90067	Country: U.S.A.
	 	 
	Telephone: 310 552 1555	Fax: 424 288 5650


 


Website: www.cos-petro.com


 


Nature of Business: OIL AND GAS


 


	Date and Place of Formation: MAY-2-2011	State: -DELAWARE


 


Organizational
Structure:          ̈
Corporation    ̈
Partnership     ̈
Government Entity


 


 ̈
Bank  ̈ Limited Liability
Company  ̈ Trust  ̈
Other.______________________________


 


Key business locations/primary trade areas:


 



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Major customers/suppliers:


 


Important Investments and/or patents/inventions:


 


Number of employees/locations and/or market share:


 


Source of Capitalization and/or Funding:


 


Name and positions of important persons with authority or control
(Principal Officers and Directors):


 


	Name	 	Title	 	
        Social Security

        No.
	 	
        Date of

        Birth
	 	Address
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Name and title of significant owners (shareholders, partners,
beneficial owners, etc.):


 


	Name	 	Title	 	Ownership %
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Ownership:         ̈ Private        ̈ Public 	If Public, list ticker symbol


 



    	Page 32



    	 



    

 


Please list subsidiaries or affiliated under common control
or ownership (attach additional sheet if necessary):


 


	Name	 	Address
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


SECTION II: FINANCIAL INFORMATION


 


Financial Statement Data:


 


Annual Sales (in USD):


 


Managed Assets (in USD):


 


Income (in USD):


 


Tax Information:


 


	 ̈ Tax Status:     Domestic (US)	 ̈ Foreign (Non-US)	 ̈ Foreign (US-Branch)
	 	 	 
	US Taxpayer Identification Number (TIN):  N/A	 


 


SECTION III: BANKING RELATIONSHIPS


 


List current bank account information: (attach additional sheet
if necessary)


 


	Account Name	 	
        Account Type (Checking,

        Loan)
	 	Account Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 



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SECTION IV: AUTHORIZATION


 


	Signature:	 	Date:


 


Printed Name and Title:


 


REQUIRED DOCUMENTS:


 


		1.	W9/W8-BEN



 


		2.	Incumbency Certificate/List of Authorized signers



 


IN ADDITION, PLEASE ATTACH COPIES OF TWO OF THE FOLLOWING
DOCUMENTS:


 


		1.	Articles of Incorporation, Articles of Organization,
Partnership Agreement or similar document.



 


		2.	Tax Return.



 


		3.	Partnership Agreement.



 


		4.	Annual Report (most recent).



 


		5.	10K or other information from SEC or any SRO web site.



 


		6.	Audited and Interim Financial Statements (most recent).



 


		7.	Copies of any state or federal licenses required for
conducting your business.



 


		8.	U.S. IRS code sec. 501©(3) letter for non-profit
organization.



 



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EXHIBIT 5


QUALIFIED PROSPECTIVE INVESTOR AND
QUALIFIED PROSPECTIVE PLACEMENT


AGENT IDENTIFICATION AND ACCEPTANCE
FORM


 


I, [NAME OF OFFICER] acknowledge that the below designated Qualified
Prospective Investor(s) and/or Qualified Prospective Placement Agent(s) was first introduced (NAME OF INVESTOR OR PLACEMENT AGENT]
by Entrex, Inc.


 


	Signature:	 	 


 


Title:  Chief Executive Officer


 


Date:


 


NAME AND ADDRESS OF QUALIFIED PROSPECTIVE INVESTOR(S) AND/OR
QUALIFIED PROSPECTIVE PLACEMENT AGENT(S):


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 



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