exhibit 10.1





 







Exhibit 10.1


 



MEGAWEST ENERGY KANSAS CORPORATION


 



MODIFICATION OF PROMISSORY NOTES


 


 


THIS MODIFICATION OF PROMISSORY NOTES
(this “Modification”) made
as of the 29th day of December, 2017, by MEGAWEST ENERGY KANSAS CORPORATION, a
Delaware corporation with an address of 45 Main Street, Brooklyn,
NY 11201 (“Megawest”).


 


Reference is hereby
made to the following promissory notes:

 




1.

Promissory Note,
dated December 9, 2015, by and between Fortis Business Holdings,
LLC, a limited liability company with an address of 45 Main Street,
Brooklyn, NY 11201 (“FBH”),
as maker and Megawest as holder in the original principal sum of
Five Hundred Thousand Dollars ($500,000) (“Note
1”);





 




2.

Promissory Note,
dated December 30, 2015, by and between FBH as maker and Megawest
as holder in the original principal sum of Eleven Million Seven
Hundred Eighty-Eight Thousand Dollars ($11,788,000)
(“Note
2”);





 




3.

Promissory Note,
dated November 17, 2015, by and between Fortis Property Group, LLC,
a limited liability company with an address of 45 Main Street,
Brooklyn, NY 11201 (“FPG”;
FBH and FPG are hereinafter collectively referred to as the
“Makers”),
as maker and Megawest as holder in the original principal sum of
Eighty-Nine Thousand Dollars ($89,000) (“Note
3”);





 




4.

Promissory Note,
dated December 30, 2015, by and between FPG as maker and Mega-west
as holder in the original principal sum of Three Million Dollars
($3,000,000) (“Note
4”);





 




5.

Promissory Note,
dated December 31, 2015, by and between FPG as maker and Mega-west
as holder in the original principal sum of Nine Hundred Seventy-One
Thousand Dollars ($971,000) (“Note
5”)





 




6.

Promissory Note,
dated March 16, 2016, by and between FPG as maker and Megawest as
holder in the original principal sum of One Million Five Hundred
Thousand Dollars ($1,500,000) (“Note
6”);





 




7.

Promissory Note,
dated July 5, 2016, by and between FPG as maker and Megawest as
holder in the original principal sum of Two Million Nine Hundred
Forty-Seven Thousand One Hundred Twenty-Eight Dollars and Ninety
Five Cents ($2,947,128.95) (“Note
7”);





 




8.

Promissory Note,
dated October 27, 2016, by and between FPG as maker and Megawest as
holder in the original principal sum of Seven Hundred Ninety-Five
Thousand Six Hundred Seventy-Four Dollars and Forty-Two Cents
($795,674.42) (“Note
8”);





 




9.

Promissory Note,
dated April 3, 2017, by and between FPG as maker and Megawest as
holder in the original principal sum of Three Million One Hundred
Ninety-Five Thousand Five Hundred Seventy-Eight Dollars and
Forty-Five Cents ($3,195,578.45) (“Note
9”);





 




10.

Promissory Note,
dated June 5, 2017, by and between FPG as maker and Megawest as
holder in the original principal sum of One Million Five Hundred
Fifty-Eight Thousand Five Hundred One Dollars and Fifty-One Cents
($1,558,501.51) (“Note
10”); Note 1, Note 2, Note 3, Note 4, Note 5, Note 6,
Note 7, Note 8, Note 9, and Note 10 are hereinafter collectively
referred to as the “Notes”);





 

 



 







 





 


WHEREAS, pursuant to Section 7 of each
of the Notes, Megawest may, without notice to or further consent of
any of the Makers, and without in any manner releasing, lessening
or affecting the obligation of the Makers: (a) release surrender,
waive, add, substitute, settle, exchange, compromise, modify,
extend or grant indulgences with respect to, (i) each of the Notes,
(ii) all or any part of the collateral or security for each of the
Notes (if any), and (iii) each of the Makers, and (b) grant any
extension or other postponements of time of payment
hereof.

 

1. Recitals.
Megawest, warrants and agrees that the recitals set forth above are
true and correct in all respects, and such recitals shall be
incorporated into this Modification in their entirety.

 

2. Modification to
Section 1.a of each of the Notes. Megawest hereby waives the interest
payment requirement in Section 1.a. of each of the Notes until
January 31, 2018. Megawest hereby agrees not to charge any late
charges or increase the interest rate with respect to any interest
payments that were due under any of the Notes prior to the date
hereof.

 

3. Modification to
Definition of Maturity Date in each of each of the Notes.
Megawest hereby modifies the definition of the Maturity Date to
mean January 31, 2018.

 

4. Further
Instruments. Megawest hereby agree to execute and deliver
such additional documents and instruments as may be reasonably
requested in order to confirm this Modification.

 

5. Governing
Law. This Modification shall be governed by and construed
under the laws of the State of New York.

 

6. Counterparts.
This Modification may be executed in counterparts, and each of such
counterparts shall, for all purposes, be deemed to be an original,
but all of such counterparts shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page
to this Modification by facsimile transmission or e-mail in pdf
format shall be effective as delivery of a manually executed
counterpart. A party so delivering this Modification shall promptly
deliver a manually executed counterpart, provided that any failure
to do so shall not affect the validity of the counterpart executed
by facsimile or e-mail transmission.

 



[signatures appear on next page]

 


 




 








 






 


IN WITNESS WHEREOF, Megawest has
executed this Modification as of the day and year first above
written.


 


MEGAWEST
ENERGY KANSAS CORPORATION,


 


 


 


By:
/s/ Joel
Kestenbaum


       Joel
Kestenbaum, its President


 


 


 



Acknowledged by


 



FORTIS PROPERTY GROUP, LLC


 


 


By:
/s/ Joel
Kestenbaum


       Joel
Kestenbaum, its President


 


 



FORTIS BUSINESS HOLDINGS, LLC


 


 


By:
/s/ Joel
Kestenbaum


       Joel
Kestenbaum, its President