Exhibit 4.17


 


First
Amendment to


Senior
Bridge Loan Documents


 


This
First Amendment to Senior Bridge Loan Documents, (as hereinafter defined), is entered into effective as of the 26th
day of July, 2016 (the “First Amendment”).


 


Whereas,
the undersigned lender parties (the “Senior Bridge Lenders”) loaned money to Titan CNG, LLC (the “Borrower”)
pursuant to those certain Subscription Agreements, Bridge Promissory Notes (“Bridge Notes”), Security Agreement, Personal
Guaranties of Scott Honour and Kirk Honour, Pledge Agreements and Subordination Agreements from prior lenders, (collectively referred
to as the “Senior Bridge Loan Documents”) all dated on or about February 29, 2016, except for those Senior Bridge
Loan Documents entered into with Bonita Beach Blues, Inc., a Florida corporation (the “Emfield Lender”) which are
dated on or about July 26, 2016; and


 


Whereas,
the parties desire to enter into this First Amendment to modify certain terms, conditions, and covenants in the Senior Bridge
Loan Documents,


 


Now,
Therefore, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.           Incorporation
of Recitals.


 


The
recitals set forth above are incorporated herein by this reference and made a part of this First Amendment.


 


2.           Modification
of Terms, Conditions and Covenants. All of the Senior Bridge Loan Documents are hereby amended to incorporate the following
terms and conditions:


 


a.           The
due date or maturity date of each Bridge Note is hereby amended to be September 30, 2016.


 


b.           Interest
on outstanding principal under each Bridge Note shall be at the rate of 16% per annum as of March 14, 2016. In the event of the
occurrence of an event of default under the Senior Bridge Loan Documents, as amended by this First Amendment, after the date hereof,
and such default is not cured within seven (7) days of notice of event of default is delivered to Borrower, interest shall increase
to the rate of 18% per annum until such default is cured. Minimum interest due on a Bridge Note that is redeemed earlier than
four months from issuance will be calculated based on a rate of 12% per annum.


 


c.           Any
unpaid interest that is accrued as of July 31, 2016, shall be due and payable on July 31, 2016.


 


d.           A
payment of monthly interest only will be made on August 31, 2016.


 






     


     


    

 


e.           In
consideration for entering into this First Amendment, each Senior Bridge Lender other than the Emfield Lender will receive the
number of Class A Units opposite their name on Exhibit A hereto.


 


f.           The
covenants in the Senior Bridge Loan Documents requiring Borrower to deliver an Inter-Creditor Agreement, DACA and any leasehold
mortgages are hereby suspended from the Senior Bridge Loan Documents but, at the election of the Collateral Agent (as defined
in the Senior Bridge Loan Documents) shall be in full force and effect in the event there is an event of default under the Senior
Bridge Loan Documents, as amended by this First Amendment, that remains uncured for a period of seven (7) days after notice of
event of default is delivered to Borrower (at which time each such document shall be delivered within ten (10) business days of
the expiration of such 7-day period).


 


g.           Each
Senior Bridge Lender hereby acknowledges its intention to roll their Bridge Note into the PIPES Equity Financing that is being
pursued by the Borrower upon the closing of such offering at a minimum closing level of $5,000,000, subject to the reservation
of rights by Red Ocean Consulting, LLC, to elect not to rollover its Bridge Loan if it does not reasonably believe it has sufficient
other liquidity at the time of such closing, provided such financing has closed on or before September 30, 2016. Any accrued but
unpaid interest will be due at the time a Bridge Note is rolled into the PIPES Equity Financing.


 


3.           Conflicts.
In the event of a conflict in the term of any Senior Bridge Loan Document and this First Amendment, the terms of this First Amendment
shall control.


 


4.           Other
Terms and Conditions. Except to the extent amended herein, the terms and conditions of the Senior Bridge Loan Documents shall
continue in full force and effect.


 


5.           No
Default. The parties confirm that there are no currently existing events of default under the Senior Bridge Loan Documents
as amended by this First Amendment.


 


6.           Miscellaneous.


 


a.           This
Agreement is the entire agreement of the parties with respect to the subject matter of this Agreement.


 


b.           No
purported amendment, modification or waiver of any provision of this Agreement shall be binding unless set forth in a written
document signed by Borrower and the Senior Bridge Lenders.


 


c.           This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.


 


d.           Copies
of this Agreement with signatures transmitted electronically (e.g., by facsimile or pdf) shall be deemed to be original signed
versions of this Agreement.


 


e.           This
First Amendment will be governed by the laws of the state of Minnesota.


 


[Signature
pages follow]








 






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In
witness whereof, the parties have executed
this agreement effective as of the day and year first above written.


 


BORROWER:


 





	 	Titan CNG, LLC
	 	 	 
	 	/s/ Kirk S. Honour
	 	By: 	Kirk S. Honour
	 	Its: 	President




 


ADDITIONAL
BORROWERS:


 


The
undersigned hereby reaffirm their obligations under the Security Agreements and Pledge Agreements, as well as any other documents
executed by the undersigned in favor of the Senior Bridge lenders:


 





	 	Titan Blaine, LLC
	 	 	 
	 	/s/ Kirk S. Honour
	 	By: 	 Kirk S. Honour
	 	Its: 	President
	 	 	 
	 	Titan El Toro, LLC
	 	 	 
	 	/s/ Kirk S. Honour
	 	By:  	Kirk S. Honour
	 	Its: 	President
	 	 	 
	 	Titan Diamond Bar, LLC
	 	 	 
	 	/s/ Kirk S. Honour
	 	By:  	Kirk S. Honour
	 	Its: 	President




 






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SENIOR
Bridge Lenders:








 





	 	Thomas
    J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended
	 	 
	 	/s/
    Thomas J. Abood
	 	Thomas
    J. Abood, its Trustee
	 	 
	 	/s/
    James Jackson
	 	James
    Jackson
	 	 
	 	/s/
    David M. Leavenworth
	 	David
    M. Leavenworth
	 	 
	 	Alpeter
    Family Limited Partnership
	 	 
	 	/s/
    Steven Alpeter
	 	By:
    	Steven
    Alpeter
	 	Its:
    	Limited
    Partner
	 	 
	 	Bonita
    Beach Blues, Inc
	 	 
	 	/s/
    Robert Emfield
	 	By:  	Robert
    Emfield 
	 	Its:
    	 
	 	 
	 	Red
    Ocean Consulting, LLC
	 	 
	 	/s/
    Brenton Hayden
	 	By:	Brenton
    Hayden
	 	Its:
    	Manager




 






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The
undersigned each hereby reaffirm their obligations under their respective Guaranties and agree that no changes herein shall affect
their obligations thereunder:


 





	 	/s/
    Scott Honour
	 	Scott
    Honour
	 	 
	 	/s/
    Kirk Honour
	 	Kirk
    Honour




 






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EXHIBIT
A


 





	Name	 	Additional Class A Units
	Red Ocean Consulting, LLC 	 	1,250
	 	 	 
	Thomas J. Abood Revocable Trust U/A Dated August 17, 2012	 	1,250
	 	 	 
	James Jackson 	 	71
	 	 	 
	Alpeter Family Limited Partnership	 	38
	 	 	 
	David M. Leavenworth	 	750





 


 


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