AMENDMENT
NO. 1


TO


EMPLOYMENT
AGREEMENT


 


This
Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of January 10, 2017 between Aspirity
Holdings, LLC, a Minnesota limited liability company (the “Company”) and Scott C. Lutz (“Lutz”).


 


WHEREAS,
the Company and Lutz entered into that certain Employment Agreement dated January 1, 2016 setting forth the terms and conditions
of Lutz’ employment as the Company’s Vice President and Chief Marketing Officer and providing certain severance benefits
and change of control protections (the “Employment Agreement”);


 


WHEREAS,
on August 15, 2016, the Company appointed Lutz to act as its President and Chief Executive Officer; and


 


WHEREAS,
the Company and Lutz desire to amend the Employment Agreement revise the salary and bonus provisions thereof such that the compensation
provided to Lutz under the Employment Agreement is equivalent to that provided to the Company’s prior President and Chief
Executive Officer.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Lutz agree that the Employment Agreement is hereby amended as follows:


 


	1.	Clause (i) of the
    definition of “Good Reason” set forth in Section 1(f) of the Employment Agreement shall be amended to state:


 


“
.. . . (i) the Executive is not at all times duly elected to the position of President and Chief Executive Officer . . . .”


 


	2.	Section 2(a) of the
    Employment Agreement shall be amended to contemplate that Lutz has, since August 15, 2016, been employed as the Company’s
    President and Chief Executive Officer, rather than the Vice President and Chief Marketing Officer of the Company. Except as
    necessary to carry out the intent of the foregoing sentence, the language of Section 2(a) of the Employment Agreement shall
    remain in full force and effect.
	 	 
	3.	Section 2(c) of the
    Employment Agreement shall be amended, replaced and superseded in its entirety as follows:


 


“Base
Salary. As compensation for his services, the Executive shall be paid a base salary at a minimum annual rate of $240,000 payable
in accordance with the Company’s customary payroll practices, which salary shall be reviewed and may be increased (but not
decreased without the Executive’s Written Consent) from time to time at the discretion of the Compensation Committee or
of the Board of Directors of the Company.”


 


	4.	Any and all references
    to “Base Salary” in the Employment Agreement shall refer to Lutz’ Base Salary, as increased pursuant to
    the revised language of Section 2(c) of the Employment Agreement as set forth in Paragraph 1 of this Amendment.
	 	 
	5.	Where any provision
    of the Employment Agreement provides that any compensation, bonus, or other payment to be made to Lutz shall be made by reference
    to Exhibit A, the Company agrees and acknowledges that such compensation, bonus or other payment shall be made by reference
    to the amounts payable to the “CEO” or Chief Executive Officer set forth on Exhibit A.


 


[Signature
Page(s) to Follow]


 




    	 	 	 



    	 		 



    

 


IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the day and year first above written.


 


	 	COMPANY:
	 	 	 
	 	ASPIRITY HOLDINGS, LLC
	 	 	 
	 	By:	/S/
    Wiley H Sharp III
	 	Its:	CFO
	 	Name:	Wiley
    H. Sharp III
	 	 	 
	 	LUTZ:
	 	 
	 	/S/
    Scott C. Lutz
	 	Scott C. Lutz


 


[Signature
Page to Amendment No. 1 to Employment Agreement]