Exhibit 4.19


 


SECOND
Amendment to


Senior
Bridge Loan Documents


 


This
Second Amendment to Senior Bridge Loan Documents, (as hereinafter defined), is entered into effective as of the 26th
day of September, 2016 (the “Second 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, (as amended, 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,
on or about July 26, 2016, the parties entered into that certain First Amendment to Senior Bridge Loan Documents (the “First
Amendment”) pursuant to which certain terms, conditions and covenants in the Senior Bridge Loan Documents were modified;
and


 


Whereas,
the parties desire to enter into this Second 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 Second 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 January 31, 2017 (the “Stated Maturity Date”);
provided, however, that if no default or event of default has occurred and is continuing the Borrower may, in the Borrower’s
sole discretion upon providing written notice to the Senior Bridge Lenders, (i) extend the Stated Maturity Date to April 30, 2017
by paying each of the Senior Bridge Lenders a fee equal to 1% of the outstanding balance due on such lender’s Bridge Note;
(ii) if the Stated Maturity Date was extended to April 30, 2017 as provided in the foregoing clause, subsequently extend the Stated
Maturity Date to July 31, 2017 by paying each of the Senior Bridge Lenders an additional fee equal to 1% of the then-outstanding
balance due on such lender’s Bridge Note; and (iii) if the Stated Maturity Date was extended to July 31, 2017 as provided
in the foregoing clause, subsequently extend the Stated Maturity Date to October 31, 2017 by paying each of the Senior Bridge
Lenders an additional fee equal to 1% of the then-outstanding balance due on such lender’s Bridge Note.


 






     

     


    

 


b.
     Payments of monthly interest only will be made on the last business day of each calendar
month beginning on September 30, 2016 until the Stated Maturity Date (as the same may be extended as provided above) at which
time the entire balance due on the Bridge Notes shall be due and payable in full (unless previously converted).


 


3.       Additional
Indebtedness. On the date hereof, Red Ocean Consulting, LLC is purchasing an additional Bridge Note in the principal amount
of $150,000 and each of the parties hereto, along with each guarantor and subsidiaries of the Borrower agree it shall have the
same rights, preferences and security of each other Bridge Note.


 


4.       Conversion.
Section 2(g) of the First Amendment is hereby amended and restated in its entirety as follows:


 


g.      Each
Senior Bridge Lender hereby acknowledges its intention to roll his, her or it 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, provided such financing
has closed on or before the Stated Maturity Date, as the same may be extended pursuant to any agreement among the Senior Bridge
Lenders and the Borrower. Notwithstanding the foregoing, Red Ocean Consulting, LLC shall have no obligation to convert any of
its Bridge Notes into equity.


 


5.       Fees.
Borrowers shall pay each Senior Bridge Lenders a fee on September 30, 2016 equal to 1% of the outstanding balance due on such
lender’s Bridge Note in consideration for their agreement to entering into this Second Amendment. Borrower will reimburse
the Senior Bridge Lenders for its reasonable legal fees incurred in connection with the transactions contemplated by this Second
Amendment and the First Amendment


 


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


 


7.       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.


 


8.       Prior
Events; Equity Issuances. Provided no default or event(s) of default shall occur (subject to any cure rights of the Borrower)
after the date hereof, the Senior Bridge Lenders agree not to declare or attempt to enforce any rights with respect to any actual
or alleged default or event of default which may have occurred prior to the date hereof; provided, however, that Borrower hereby
agrees to nevertheless issue any equity interests in which the Borrower has agreed to issue prior to the date hereof to the Senior
Bridge Lenders.


 






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9.       
Miscellaneous.


 


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


 


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


 


c.       This
Second Amendment 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 Second Amendment with signatures transmitted electronically (e.g., by facsimile or pdf) shall be deemed to be original
signed versions of this Second Amendment.


 


e.       This
Second 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 Second Amendment effective as of the day and year first above written.


 


BORROWER:


 


	 	Titan
    CNG LLC
	 	 
	 	/s/
    Kirk Honour
	 	By:
    Kirk 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 Honour
	 	By:
    Kirk Honour
	 	Its:
    President


 


	 	Titan
    El Toro LLC
	 	 
	 	/s/
    Kirk Honour
	 	By:
    Kirk Honour
	 	Its:
    President


 


	 	Titan
    Diamond Bar LLC
	 	 
	 	/s/
    Kirk Honour
	 	By:
    Kirk 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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