Exhibit 10.1


 


SPORTS
FIELD HOLDINGS, INC.


4320
WINFIELD ROAD, SUITE 200


WARRENVILLE,
ILLINOIS 60555


 


October 21, 2016


 


Glenn
Tilley


2114
Fox Trail Court


Resitertown, MD 21136


 


Re:      Maturity
Date Extension


 


Dear
Sir/Madam:


 


Reference
is hereby made to that certain Convertible Debenture, dated as of May 7, 2015 (the "Debenture") with a principal amount
of $150,000 (the "Principal Amount") and an interest rate of 9% (the "Initial Interest Rate") of the Principal
Amount, issued in favor of Glen Tilley (the "Holder") by Sports Field Holdings, Inc., a Nevada corporation (the "Company").


 


The
Debenture was amended by that certain extension letter dated March 30, 2016 (the "Extension Letter"). Pursuant to the
Extension Letter, the Maturity Date (as defined in the Debenture) is currently July 1, 2016. The Extension Letter also increased
the Principal Amount to $163,500 and maintained the Initial Interest Rate.


 


In
consideration of the Company issuing the Holder 30,000 shares of the Company's restricted common stock (the "Stock Issuance",
separate and in addition to the 55,000 shares of the Company's restricted common stock already held by the holder), among other
consideration, the Holder hereby agrees to extend the Maturity Date to January 1, 2017. The Holder and the Company hereby agree
that, following the execution of this letter agreement and the Stock Issuance and effective as of August 1, 2016 (the "Effective
Date"), the definition of "Maturity Date" in the Debenture is hereby replaced in its entirety and as of the Effective
Date means "January 1, 2017". In addition, the interest amount of $7,357.50 shall be added to the Principal Amount of
the Debenture as of the Effective Date. The Debenture shall pay interest as of the Effective Date at a rate of 15% per annum,
in lieu of the Initial Interest Rate, payable in one lump sum on the Maturity Date. For the avoidance of doubt, as of the Effective
Date, the Principal Amount of the Debenture is $170,857.50.


 


In
addition, Section 1.A of the Debenture shall be amended and restated in its entirety to read:


 


"Conversion
Price. On any Conversion Date from August 9, 2016 through January 1, 2017, the Debenture is convertible into shares of the
Company's common stock (the "Conversion Shares") at a conversion price of US$1.00 per share. On any Conversion
Date after January 1, 2017, the Debenture is convertible into Conversion Shares at a conversion price that is the lower of (i)
US$1.00 per share and (ii) the VWAP (as defined below) for the last five trading days preceding the Conversion Date. "VWAP"
means, for any date, the volume-weighted average price of the Company's common stock on the Principal Market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg. "Trading Day" means
any day during which the principal market on which the Company's common stock is traded (the "Principal Market")
shall be open for business."


 






     


     


    

 


This
letter agreement evidences waiver by the Holder with respect to any and all defaults or events of default by the Company pursuant
to the Debenture and with respect to any failure by the Company to comply with any covenants contained in Debenture, in exchange
for good and valuable consideration, the receipt of which is hereby acknowledged.


 


This
letter agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements
among them respecting the subject matter of this letter agreement. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to choice of law principles. Any dispute arising under or relating
to or in connection with this letter agreement shall be subject to the exclusive jurisdiction and venue of the State and/or Federal
courts located in New York. This letter agreement may be executed in any number of counterparts, each of which shall be an original
but all of which together shall constitute one and the same instrument. The parties hereby consent and agree that if this letter
agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent
and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents
as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of
this letter agreement. In case any provision of this letter agreement shall be held to be invalid, illegal or unenforceable, such
provision shall be severable from the rest of this letter agreement, and the validity legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Please
indicate your agreement with and acceptance of the terms of this letter agreement by signing in the space provided and returning
this letter agreement to our attention at the address above.


 


[
- signature page follows - ]


 




     


     


    

 


	 	Very
    truly yours,
	 	 
	 	SPORTS
    FIELD HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Jeromy Olson
	 	Name:
    	Jeromy
    Olson
	 	Title:
    	Chief
    Executive Officer


 


	ACCEPTED
    AND AGREED:	 
	 	 	 
	By:	/s/
    Glenn Tilley	 
	Name:	Glenn
    Tilley