Exhibit 10.3


 


FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT


 


This First Amendment
to the Employment Agreement, dated as of July 5, 2016 (the “Employment Agreement”), dated as of March 9, 2017
(this “Amendment”), is by and among Lilis Energy, Inc., a Nevada corporation (the “Company”),
and Ariella Fuchs (“Executive”).


 


WHEREAS, the parties
hereto desire to amend the Employment Agreement as hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:


 


1.        Definitions.
The definition of “Measurement Period” in Section 5.3 is amended and restated in its entirety to read as follows:


 


5.3
       Cash Incentive Bonus. Executive shall receive a lump-sum cash payment if and to
the extent that during the period between Effective Date and December 31, 2017 (the “Measurement Period”)


 


2.       Additional
Representations and Warranties. This Amendment and the Merger Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the parties hereto and are enforceable against each of the parties hereto in accordance with their respective
terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors
generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.


 


3.       Governing
Law. This Amendment shall be governed, construed and enforced in accordance with the Laws of the State of New York without
giving effect to the principles of conflicts of law thereof.


 


4.       Effect
on the Employment Agreement. The Employment Agreement is not modified or amended other than as expressly indicated herein,
and all other terms and conditions of the Employment Agreement shall remain in full force and effect. The Employment Agreement,
as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly set forth herein,
the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the
parties, nor constitute a waiver of any provision of the Employment Agreement (or an agreement to agree to any future amendment,
waiver or consent).


 


5.       Counterparts.
 This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.


 




[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF,
Lilis and Executive have caused this Amendment to executed as of the date first written above.


 





	 	LILIS ENERGY, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Abraham Mirman	 
	 	 	Name: 	Abraham Mirman  	 
	 	 	Title: 	Chief Executive Officer 	 
	 	 	 	 	 
	 	 	 	 	 
	 	EXECUTIVE 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Ariella Fuchs  	 
	 	 	Name: 	Ariella Fuchs  	 
	 	 	Title: 	EVP, General Counsel and Secretary