EXHIBIT
10.24


 


ECO-STIM
ENERGY SOLUTIONS, INC.


 


AMENDED
AND RESTATED CONVERTIBLE PROMISSORY NOTE


 


THIS
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE AND THE EQUITY SECURITIES ISSUABLE UPON CONVERSION OF THIS AMENDED AND RESTATED
CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION
OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
AND QUALIFICATION REQUIREMENTS IS AVAILABLE THEREUNDER. THE SALE, ASSIGNMENT, TRANSFER, NEGOTIATION OR PLEDGE OF THIS AMENDED
AND RESTATED CONVERTIBLE PROMISSORY NOTE, OR ANY PORTION HEREOF OR INTEREST HEREIN, IS ALSO SUBJECT TO CERTAIN RESTRICTIONS SET
FORTH HEREIN.


 


	$22,000,000	 
	 	New
    York, New York

    March 3, 2017
	 	 


FOR
VALUE RECEIVED, ECO-STIM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Issuer”), promises to pay to FT
SOF VII HOLDINGS, LLC, a Delaware limited liability company (the “Payee”), or its registered assigns the principal
amount of TWENTY-TWO MILLION DOLLARS ($22,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount
of all Advances made by the Payee to the Issuer pursuant to the Convertible Note Agreement hereinafter referenced). The principal
amount of this note (this “Note”) shall be payable at the times and in the amounts specified in the Convertible
Note Agreement referenced below, and the entire unpaid principal balance of this Note, together with all accrued and unpaid interest
thereon, shall be due and payable on the Maturity Date.


 


1.
The Issuer also promises to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain Amended and Restated Convertible Note Facility Agreement,
dated as of March 3, 2017, by and between the Issuer and the Payee, as the Note Purchaser (as it may be amended, restated, supplemented
or otherwise modified from time to time, being the “Convertible Note Agreement”). Each term used herein but
not defined shall have the meaning assigned to such term in the Convertible Note Agreement.


 




    	 	 	 



    	 



    

 


2.
This Note is one of the Issuer’s “Initial Notes” under the Convertible Note Agreement, is issued pursuant to
and entitled to the benefits of the Convertible Note Agreement and is secured by the Collateral. Reference is made to the Convertible
Note Agreement for a more complete statement of the terms and conditions under which this Note evidenced hereby was made and is
to be repaid.


 


3.
Unless this Note is earlier converted in accordance with Section 7 hereof, all payments of principal and interest in respect of
this Note shall be made in Dollars in immediately available funds to the Payee by crediting before 12:00 noon (New York City time),
on the applicable payment date, through wire transfer, to the account of the Payee identified in accordance with the Payment Instructions
set forth in Section 3.5B to the Convertible Note Agreement or at such other account as shall be designated in writing by the
Payee for such purpose in accordance with the terms of the Convertible Note Agreement.


 


4.
Whenever any payment on this Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on
the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on
this Note.


 


5.
This Note may not be prepaid except as may be permitted by the Convertible Note Agreement.


 


6.
The principal amount of this Note and any payments and prepayments made by the Issuer shall be recorded by the Payee on its books
and on Schedule 1, and the Payee may also attach schedules to this Note and endorse thereon the date, amount, maturity, all payments
made and conversions of principal amounts on this Note; provided that any failure of the Payee to make any such recordation or
endorsement shall not affect the obligations of the Issuer under this Note.


 


7.
(a) Subject to the next sentence, on the second Business Day (such second Business Day, the “Note Conversion Date”)
after the Issuer notifies the Payee in writing that the Issuer has received approval of the Note Conversion at the Stockholder
Meeting by affirmative vote of holders of a majority of the Issuer’s outstanding common stock not held by the Payee or its
Affiliates and all other Required Consents, if the average closing price per share of the Common Stock as quoted by The Nasdaq
Stock Market for the last five consecutive trading days ending on the last Business Day immediately prior the Proxy Filing Date
(the “Average Market Price”) is at least $0.75, this Note plus all interest that has come due on or prior to
the Note Conversion Date in respect of this Note in accordance with the terms of the Convertible Note Agreement shall convert
into Shares at the Note Conversion Rate. Notwithstanding the foregoing, unless the Note Holder has previously consented to such
conversion in writing, this Note shall not be converted into Shares pursuant to this paragraph if (i) a Note Conversion Suspension
Event has occurred, or (ii) the Issuer does not deliver to the Payee, on the scheduled Note Conversion Date, (A) a certificate
of the Issuer’s chief executive officer or chief financial officer confirming the accuracy of the representations of the
Issuer made in the Convertible Note Agreement and that no Event of Default has occurred and is continuing under the Convertible
Note Agreement, and (B) an opinion of counsel of Vinson & Elkins LLP reasonably acceptable to the Payee stating that the shares
being issued upon conversion will, upon such issuance, be fully paid and nonassessable shares of common stock of the Issuer and
will have been issued in compliance with all applicable Laws and not in contravention of the terms of any agreement to which the
Issuer is a party. If this Note is not converted on the Note Conversion Date in accordance with this paragraph, this Note shall
remain outstanding and continue to accrue interest thereafter until the Maturity Date in accordance with their terms. The initial
“Note Conversion Rate” is 714.2857142857143 Shares per $1,000 principal amount of this Note. The Note Conversion
Rate shall be subject to adjustment as provided in Section 8. If this Note is converted on the Note Conversion Date:


 




    	 	 	 



    	 



    

 


(i)
the Payee shall record the principal amount so converted on its books and on Schedule 1;


 


(ii)
the Payee shall be deemed to be the record holder of the number of fully paid and non-assessable Shares determined in accordance
with this Section 7;


 


(iii)
appropriate entries evidencing such ownership shall be made in the Issuer’s books and records; and


 


(iv)
the Issuer shall, on the Note Conversion Date, deliver to the Payee a certificate or certificates for the number of Shares to
which the Payee is entitled.


 


(b)
No fractional Share shall be issuable upon conversion.


 


(c)
All principal (and interest that has come due thereon on or prior to the Note Conversion Date) that is converted into the Shares
pursuant to this Section 7 will no longer be outstanding or due and payable from the Issuer and all principal and accrued and
unpaid interest thereon will be deemed to have been fully paid and satisfied on the Note Conversion Date and the Issuer shall
thereafter have no further obligation or liability with respect to such principal and interest.


 


8.
Adjustment of Note Conversion Rate. The “Note Conversion Rate” is subject to adjustment prior to the Note Conversion
Date as provided in this Section 8. The Note Conversion Rate shall be subject to adjustments, calculated by the Issuer, from time
to time as follows:


 


(a)
In case the Issuer shall hereafter pay a dividend or make a distribution to all holders of outstanding Common Stock in Common
Stock, the Note Conversion Rate in effect at the opening of business on the date following the date fixed for the determination
of shareholders entitled to receive such dividend or other distribution shall be increased by multiplying such Note Conversion
Rate by a fraction:


 


(i)
the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the record
date fixed for such determination and the total number of shares constituting such dividend or other distribution; and


 


(ii)
the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date
fixed for such determination.


 




    	 	 	 



    	 



    

 


Such
increase shall become effective immediately after the opening of business on the Business Day following the record date. If any
dividend or distribution of the type described in this Section 8(a) is declared but not so paid or made, the Note Conversion Rate
shall again be adjusted to the Note Conversion Rate which would then be in effect if such dividend or distribution had not been
declared.


 


(b)
In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Note Conversion
Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be
proportionately increased, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Note Conversion Rate in effect at the opening of business on the day following the day upon which
such combination becomes effective shall be proportionately reduced. In each such case, the Note Conversion Rate shall be adjusted
by multiplying such Note Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding
immediately after giving effect to such subdivision or combination and the denominator of which shall be the number of shares
of Common Stock outstanding immediately prior to such subdivision or combination. Such reduction or increase, as the case may
be, shall become effective immediately after the opening of business on the day following the day upon which such subdivision
or combination becomes effective.


 


(c)
In case the Issuer shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe
for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having
a conversion price per share) less than the Current Market Price per share of Common Stock on the record date fixed for the determination
of shareholders entitled to receive such rights or warrants, the Note Conversion Rate shall be adjusted so that the same shall
equal the price determined by multiplying the Note Conversion Rate in effect at the opening of business on the date after such
record date by a fraction:


 


(i)
the numerator of which shall be the number of shares of Common Stock outstanding on the close of business on the record date plus
the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities
so offered are convertible) at such below Current Market Price, and


 


(ii)
the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date
plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase
(or the aggregate Conversion Price of the convertible securities so offered) would purchase at such Current Market Price.


 


Such
adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after
the opening of business on the day following the record date fixed for determination of shareholders entitled to receive such
rights or warrants. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not
delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants the Note Conversion
Rate shall be readjusted to the Note Conversion Rate which would then be in effect had the adjustments made upon the issuance
of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities
convertible into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the
Note Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such date fixed for
the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights
or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration
received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.


 




    	 	 	 



    	 



    

 


(d)
In case the Issuer shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock of any class of capital
stock of the Issuer (other than any dividends or distributions to which Section 8(a) applies) or evidences of its indebtedness
or other assets, including securities, but excluding, (1) any rights or warrants referred to in Section 8(c), (2) any dividends
or distributions in connection with a reclassification, change of the Issuer’s shares of Common Stock, merger, consolidation,
statutory share exchange, combination, sale or conveyance, and (3) dividends and distributions paid exclusively in cash referred
to in Section 8(e) (the securities described in foregoing clauses (1), (2) and (3) hereinafter in this Section 8(d) called the
“excluded securities”), then, in each such case, subject to the second succeeding paragraph of this Section 8(d),
the Note Conversion Rate shall be adjusted so that the same shall be equal to the price determined by multiplying the Note Conversion
Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction:


 


(i)
the numerator of which shall be such Current Market Price per share of Common Stock on the record date, and


 


(ii)
the denominator of which shall be the Current Market Price per share of Common Stock on such date, less the then fair market value
(as determined by the Board of Directors, whose determination shall be conclusive and set forth in a board resolution) on such
date of the portion of the securities, evidences of indebtedness or other assets so distributed (other than excluded securities)
applicable to one share of Common Stock (determined on the basis of the number of shares of shares of Common Stock outstanding
on the record date).


 


Such
increase shall become effective immediately prior to the opening of business on the day following the record date. However, in
the event that the then fair market value (as so determined) of the portion of the securities, evidences of indebtedness or other
assets so distributed (other than excluded securities) applicable to one share of Common Stock is equal to or greater than the
Current Market Price on the record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Note
Holder shall have the right to receive upon conversion of this Note the amount of securities, evidences of indebtedness or other
assets so distributed (other than excluded securities) that such Note Holder would have received had such Note Holder converted
this Note immediately prior to such record date. In the event that such dividend or distribution is not so paid or made, the Note
Conversion Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such dividend or distribution
had not been declared.


 




    	 	 	 



    	 



    

 


If
the Board of Directors determines the fair market value of any distribution for purposes of this Section 8(d) by reference to
the actual or when issued trading market for any securities comprising all or part of such distribution (other than excluded securities),
it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in
computing the Current Market Price pursuant to Section 8(g) to the extent possible, unless the Board of Directors in a board resolution
determines in good faith that determining the fair market value during the Reference Period would not be in the best interests
of the Note Holder.


 


For
purposes of Sections 8(a) through 8(d), any dividend or distribution to which this Section 8(d) is applicable that also includes
share of Common Stock, a subdivision or combination of share of Common Stock to which Section 8(b) applies, or rights or warrants
to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) to which Section 8(c)
applies (or any combination thereof), shall be deemed instead to be:


 


(1)
a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants other than such
share of Common Stock, such subdivision or combination or such rights or warrants to which Sections 8(a) through 8(c) apply, respectively
(and any Note Conversion Rate increase required by this Section 8(d) with respect to such dividend or distribution shall then
be made), immediately followed by:


 


(2)
a dividend or distribution of such share of Common Stock, such subdivision or combination or such rights or warrants (and any
further Note Conversion Rate increase required by Sections 8(a) through 8(c) with respect to such dividend or distribution shall
then be made), except:


 


(A)
the record date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of shareholders
entitled to receive such dividend or other distribution”, “record date fixed for such determinations” and “record
date” within the meaning of Section 8(a), (y) “the day upon which such subdivision becomes effective” and “the
day upon which such combination becomes effective” within the meaning of Section 8(b), and (z) as “the date fixed
for the determination of shareholders entitled to receive such rights or warrants”, “the record date fixed for the
determination of the shareholders entitled to receive such rights or warrants” and such “record date” within
the meaning of Section 8(c), and


 


(B)
any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business
on the date fixed for such determination” within the meaning of Section 8(a) and any increase or reduction in the number
of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend
or distribution.


 




    	 	 	 



    	 



    

 


(e)
In case the Issuer shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock, cash, then and in
each such case, immediately after the close of business on such date, the Note Conversion Rate shall be increased so that the
same shall equal the price determined by multiplying the Note Conversion Rate in effect immediately prior to the close of business
on such record date by a fraction:


 


(i)
the numerator of which shall be equal to the Current Market Price on such record date, and


 


(ii)
the denominator of which shall be equal to the Current Market Price on the record date less an amount equal to the quotient of
(x) the aggregate amount of the cash distributed and (y) the number of shares of Common Stock outstanding on the record date.


 


In
the event that such dividend or distribution is not so paid or made, the Note Conversion Rate shall again be adjusted to be the
Note Conversion Rate which would then be in effect if such dividend or distribution had not been declared.


 


(f)
In case the Issuer or any of its Subsidiaries pays holders of the shares of Common Stock in respect of a tender offer or exchange
offer, other than an odd-lot offer, by the Issuer or any of its Subsidiaries for shares of Common Stock to the extent that the
cash and fair market value of any other consideration included in the payment per share of Common Stock exceeds the Sale Price
per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant
to such tender offer or exchange offer (the “Expiration Time”), then, and in each such case, the Note Conversion
Rate shall be increased so that the same shall equal the rate determined by multiplying the Note Conversion Rate in effect immediately
prior to close of business on the date of the Expiration Time by a fraction:


 


(i)
the numerator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration
payable to shareholders based on the acceptance (up to any maximum specified in the terms of the tender offer or exchange offer)
of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common
Stock outstanding (less any Purchased Shares) at the Expiration Time and the Sale Price of the shares of Common Stock on the Trading
Day next succeeding the Expiration Time, and


 


(ii)
the denominator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares)
at the Expiration Time multiplied by the Sale Price of the shares of Common Stock on the Trading Day next succeeding the Expiration
Time.


 


Such
increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time.
In the event that the Issuer is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Issuer
is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Note Conversion
Rate shall again be adjusted to be the Note Conversion Rate which would then be in effect if such tender offer or exchange offer
had not been made.


 




    	 	 	 



    	 



    

 


(g)
For purposes of this Section 8, the following terms shall have the meanings indicated:


 


“Current
Market Price” shall mean the average of the daily Sale Prices per share of Common Stock for the ten consecutive Trading
Days ending not later than the earlier of the date immediately prior to the date in question and the day before the “ex”
date with respect to the issuance, distribution, subdivision or combination requiring such computation. If another issuance, distribution,
subdivision or combination to which Section 8 applies occurs during the period applicable for calculating “Current Market
Price” pursuant to the preceding definition, then “Current Market Price” shall be appropriately adjusted to
reflect the impact of such issuance, distribution, subdivision or combination on the Sale Price of the share of Common Stock during
such period. For purposes of this paragraph, the term “ex” date, when used:


 


(A)
with respect to any issuance or distribution, means the first date on which the shares of Common Stock trades regular way on the
relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such issuance
or distribution;


 


(B)
with respect to any subdivision or combination of shares of Common Stock, means the first date on which the shares of Common Stock
trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective,
and


 


(C)
with respect to any tender or exchange offer, means the first date on which the shares of Common Stock trades regular way on such
exchange or in such market after the Expiration Time of such offer.


 


Notwithstanding
the foregoing, whenever successive adjustments to the Note Conversion Rate are called for pursuant to this Section 8, such adjustments
shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 8 and to
avoid unjust or inequitable results as determined in good faith by the Board of Directors.


 


(2)
“fair market value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s
length transaction.


 


(3)
“record date” shall mean for purposes of this Section 8, with respect to any dividend, distribution or other
transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property
or in which the shares of Common Stock (or other applicable security) is exchanged for or converted into any combination of cash,
securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).


 




    	 	 	 



    	 



    

 


(4)
“Sale Price” as of any date means the closing per share sale price (or if no closing sale price is reported,
the average of the bid price and ask prices or, if more than one in either case, the average of the average bid and average ask
prices) on the Nasdaq Stock Market.


 


(h)
The Issuer may make such increases in the Note Conversion Rate, in addition to those required by any of Sections 8(a) through
(f), as the Board of Directors considers to be advisable to avoid or diminish any income Tax to holders of shares of Common Stock
or rights to purchase shares of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock)
or from any event treated as such for income Tax purposes.


 


(i)
All calculations under this Section 8 shall be made by the Issuer and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be. No adjustment need be made for a change in the par value or no par value of the shares
of Common Stock. No adjustment in the Note Conversion Rate shall be required if the holders of this Note participate in the transactions
that would otherwise lead to an adjustment in the Note Conversion Rate pursuant to this Section 8.


 


(j)
For purposes of this Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Issuer. The Issuer will not pay any dividend or make any distribution on shares of Common Stock held in the
treasury of the Issuer.


 


9.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE ISSUER AND THE PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.


 


10.
Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued
and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with
the effect provided in the Convertible Note Agreement.


 


11.
The terms of this Note are subject to amendment only in the manner provided in the Convertible Note Agreement.


 


12.
This Note is subject to restrictions on transfer or assignment as provided in the Convertible Note Agreement.


 


13.
No reference herein to the Convertible Note Agreement and no provision of this Note or the Convertible Note Agreement shall alter
or impair the obligations of the Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.


 




    	 	 	 



    	 



    

 


14.
This Note is a registered Note and, as provided in Section 9.1C of the Convertible Note Agreement, upon surrender of any Note
at the principal office of the Issuer for registration of transfer or exchange (for registration of transfer, duly endorsed or
accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized
in writing and accompanied by the address for notices and payment instructions of each transferee of such Note or part thereof
and a representation by each such transferee that such transferee is a Permitted Transferee), the Issuer shall execute and deliver,
at the Issuer’s expense, one or more new notes (as requested by the holder thereof) in the form of this Note in exchange
therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Prior to the due presentment
for registration and transfer, the Issuer may treat the person in whose name this Note is registered as the Holder and the owner
of this Note for the purpose of receiving payment and for all other purposes of this Note and the Convertible Note Agreement.
Notwithstanding anything to the contrary herein, the right to receive payments of interest and principal under this Note shall
be transferable only upon surrender for cancellation of this Note, and the issuance of a new Note registered in the name of the
transferee. In addition, the Issuer shall maintain a register in which it shall record the name of the Holder or any transferee,
and no transfer shall be valid unless so registered.


 


15.
The Issuer promises to pay all costs and expenses, including attorneys’ fees, all as provided in the Convertible Note Agreement,
incurred in the collection and enforcement of this Note, to the extent required by Section 9.2 of the Convertible Note Agreement.
The Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without
notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full extent permitted by
Law, the right to plead any statute of limitations as a defense to any demand hereunder.


 


16.
 The effect of this Note is to amend and restate that certain $22.0 million Convertible Promissory
Note issued by the Issuer on May 28, 2014 (the “Original Note”) to ACM entities, which Original Note
was subsequently assigned to the Note Purchaser pursuant to the Purchase, Sale and Assignment Agreement. This Note shall constitute
a renewal, extension and modification of the terms of the Original Note and evidences the same indebtedness that existed under
the Original Note. To the extent that any rights, benefits or provisions in favor of Payee existed in the Original Note as of
the date hereof, then such rights, benefits or provisions are acknowledged to be and to continue to be effective from and after
the date of the Original Note. The Issuer and the Payee agree and acknowledge that any and all rights, remedies and payment provisions
under the Original Note, as hereby amended and restated, shall continue and survive the execution and delivery of this Note. The
Issuer and the Payee further agree and acknowledge that any and all amounts owing or otherwise due under or pursuant to the Original
Note immediately prior to the effectiveness of this Note shall be owing and otherwise due pursuant to this Note. All references
to the Original Note in any agreement, instrument or document executed or delivered in connection herewith or therewith shall
be deemed to refer to this Note, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, the Issuer has caused this Note to be executed and delivered by its respective duly authorized officers as
of the date and at the place first written above.


 


	 	ECO-STIM
    ENERGY SOLUTIONS, INC.
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/Alexander
    Nickolatos
	 	Name:	Alexander
Nickolatos
	 	Title:	CFO


 





ESES
– Amended and Restated Convertible Promissory Note







 




    	 	 	 



    	 



    

 


SCHEDULE
1


 


to
Amended and Restated Convertible Promissory Note


 


	No.	 	Date	 	Amount
    of

    Principal

    Advanced	 	Amount
    of

    Principal Paid,

    Prepaid or

    Converted	 	Balance
    of

    Principal	 	Notation
    Made By
	1.	 	 	 	 	 	 	 	 	 	 
	2.	 	 	 	 	 	 	 	 	 	 
	3.	 	 	 	 	 	 	 	 	 	 
	4.	 	 	 	 	 	 	 	 	 	 
	5.	 	 	 	 	 	 	 	 	 	 
	6.	 	 	 	 	 	 	 	 	 	 
	7.	 	 	 	 	 	 	 	 	 	 
	8.	 	 	 	 	 	 	 	 	 	 
	9.	 	 	 	 	 	 	 	 	 	 
	10.	 	 	 	 	 	 	 	 	 	 
	11.	 	 	 	 	 	 	 	 	 	 
	12.	 	 	 	 	 	 	 	 	 	 
	13.	 	 	 	 	 	 	 	 	 	 
	14.	 	 	 	 	 	 	 	 	 	 
	15.	 	 	 	 	 	 	 	 	 	 
	16.	 	 	 	 	 	 	 	 	 	 
	17.	 	 	 	 	 	 	 	 	 	 
	18.	 	 	 	 	 	 	 	 	 	 
	19.	 	 	 	 	 	 	 	 	 	 
	20.	 	 	 	 	 	 	 	 	 	 
	21.	 	 	 	 	 	 	 	 	 	 
	22.	 	 	 	 	 	 	 	 	 	 
	23.	 	 	 	 	 	 	 	 	 	 
	24.	 	 	 	 	 	 	 	 	 	 
	25.	 	 	 	 	 	 	 	 	 	 


 





Exhibit
I-2-1