UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
10-K/A

Amendment
No. 1 to Form 10-K



(Mark
One)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the Fiscal Year ended December 31, 2017



or



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from                 to



Commission
File Number: 001-36909



|ECO-STIM
    ENERGY SOLUTIONS, INC.                       
|----------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)



| | Nevada                              |  | 20-8203420                 | 
| | ----------------------------------- |  | -------------------------- | 
| | (State
    or other jurisdiction of |  | (IRS
    Employer          | 
| | incorporation
    or organization)  |  | Identification
    Number) | 



|2930
    W. Sam Houston Pkwy N., Suite 275, Houston TX |  | 77043         
|------------------------------------------------------ |  | --------------
|(Address
    of principal executive offices)           |  | (Zip
    Code)



281-531-7200

(Registrant’s
telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class                      |  | Name
    of each exchange on which registered
|-------------------------------------------- |  | ---------------------------------------------
|Common
    Stock, par value $0.001 per share |  | The
    NASDAQ Stock Market LLC              



Securities
registered pursuant to Section 12(g) of the Act: NONE



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer | [  ]                                                   | Accelerated
    filer [  ]       
|--------------------------- | ------------------------------------------------------ | ---------------------------------
|Non-accelerated
    filer   | [  ]
    (Do not check if a smaller reporting company) | Smaller
    reporting company [X]
|                            |                                                        | Emerging
    growth company [  ] 



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



As
of June 30, 2017, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant,
computed by reference to the closing price of that date, was $15,489,917.



The
registrant had 74,577,899 shares of common stock outstanding at March 16, 2018.



Documents
Incorporated by Reference: None


















EXPLANATORY
NOTE



On
March 19, 2018 Eco-Stim Energy Solutions, Inc. (we use the terms “Eco-Stim,” “EcoStim,” “Company,”
“we,” “us” and “our” to refer to Eco-Stim Energy Solutions, Inc.) filed its Annual Report
on Form 10-K for the fiscal year ended December 31, 2017 (the “Original Form 10-K”). This Amendment No. 1 on Form
10-K/A (the “Form 10-K/A”) amends Part III, Items 10 through 14 of the Original Form 10-K to revise information previously
provided in the Original Form 10-K. Specifically, certain of the information relating to our named executive officers’ compensation
as reported in the Summary Compensation Table included in the Original Form 10-K was incorrect due to inadvertent errors made
in connection with the preparation of the Summary Compensation Table. The corrected information relating to our named executive
officer’s compensation earned for services rendered to us is presented below on page 7. The result of this correction
(a) increased the total compensation reflected in the Summary Compensation Table for each of Messrs. Boswell, Fernandez and Nickolatos
for 2017 by $680,878, $860,636 and $594,872, respectively, and (b) decreased the total compensation reflected in the Summary Compensation
Table for each of Messrs. Boswell, Fernandez and Nickolatos for 2016 by $34,194, $56,980 and $26,402, respectively.



In
addition, certain of the information provided with respect to our named executive officers in the Outstanding Equity Awards at
2017 Fiscal Year-End table included in our Original Form 10-K was incorrect due to (i) the inadvertent inclusion of certain previously
vested awards in the “Number of Shares of Stock That Have Not Vested” and the “Market Value of Shares of Stock
That Have Not Vested” columns; and (ii) errors in the number of options listed as either exercisable or unexercisable in
the table. The corrected information relating to our named executive officers is presented below on page 9. The result
of this correction (a) decreased the number of shares of stock that have not vested reflected for each of Messrs. Boswell, Fernandez
and Nickolatos as of December 31, 2017 by 93,000, 118,125 and 87,500 shares, respectively, and (b) decreased the market value
of the shares of stock that have not vested reflected for each of Messrs. Boswell, Fernandez and Nickolatos as of December 31,
2017 by $117,180, $148,838 and $110,250, respectively.



Although
the Company sufficiently included Part III in the Original Form 10-K, the Company has opted to file this Form 10-K/A so that the
disclosure provided in the Company’s proxy statement for its 2018 annual meeting of stockholders is consistent with the
disclosure provided in the Company’s Annual Report on Form 10-K, as amended by this Form 10-K/A. Except as described above,
and except for certain immaterial changes conforming disclosure in this Form 10-K/A to disclosure provided in the Company’s
proxy for its 2018 annual meeting of stockholders, this Form 10-K/A does not modify or update disclosure in, or exhibits to,
the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect
events occurring after the date of the Original Form 10-K. Information not affected by this Form 10-K/A remains unchanged and
reflects the disclosures made at the time the Original Form 10-K was filed.



As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications
by Eco-Stim’s principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under
Item 15 of Part IV hereof.











TABLE
OF CONTENTS



|                 |                                                                                                | Page
|---------------- | ---------------------------------------------------------------------------------------------- | ----
|explanatory note |                                                                                               
|                 |                                                                                                |     
|PART III.        |                                                                                               
|                 |                                                                                                |     
|Item
    10.     | Directors, Executive Officers and Corporate Governance                                         | 2   
|Item
    11.     | Executive Compensation                                                                         | 7   
|Item
    12.     | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 13  
|Item
    13.     | Certain Relationships and Related Transactions, and Director Independence                      | 15  
|Item
    14.     | Principal Accounting Fees and Services                                                         | 17  
|                 |                                                                                                |     
|PART IV.         |                                                                                               
|                 |                                                                                                |     
|Item
    15.     | Exhibits                                                                                       | 17  
|                 |                                                                                               
|SIGNATURES       | 18                                                                                            



i







PART
III.



Item 10. Directors, Executive Officers and Corporate Governance



All
of our directors have been elected to serve until our next annual meeting of stockholders or until their earlier resignation,
removal or death. Biographical information regarding our executive officers and directors, including their ages as of May 16,
2018, is as follows:





|Name                        |  | Age |  | Position                                                                                     
|--------------------------- |  | --- |  | ---------------------------------------------------------------------------------------------
|Brian
    R. Stewart        |  | 62  |  | Chairman                                                                                     
|Jon
    Christopher Boswell |  | 57  |  | Director,
    President and Chief Executive Officer                                          
|Barry
    B. Ekstrand       |  | 60  |  | Chief
    Operating Officer                                                                  
|Carlos
    A. Fernandez     |  | 61  |  | Executive
    Vice President-Corporate Business Development and General Manager-Latin America
|Alexander
    Nickolatos    |  | 40  |  | Chief
    Financial Officer and Assistant Secretary                                          
|Bjarte
    Bruheim          |  | 62  |  | Director                                                                                     
|Christopher
    A. Krummel  |  | 50  |  | Director                                                                                     
|Timothy
    L. Reynolds     |  | 39  |  | Director                                                                                     
|Todd
    R. Snyder          |  | 55  |  | Director                                                                                     
|Andrew
    Teno             |  | 33  |  | Director                                                                                     



Former
Directors Lap Wai Chan, Leonal Narea and Ahmad Al-Sati advised the Company in March 2017 that each would resign from our Board
of Directors effective immediately. Former Director Donald Stoltz advised the Company in August 2017 that he would resign from
our Board of Directors effective immediately. Former Directors Andrew Colvin and David Proman advised the Company in October 2017
that each would resign from our Board of Directors effective immediately. There was no disagreement between Messrs. Chan, Narea,
Al-Sati, Stoltz, Colvin or Proman and the Company.



Brian
R. Stewart. Mr. Stewart was designated by Fir Tree to serve on our Board of Directors in October 2017 pursuant to the
A&R Stockholder Rights Agreement. Mr. Stewart was appointed as Chairman of our Board of Directors in December 2017. Mr. Stewart
retired from Devon Energy Corporation (“Devon”) in June 2012 after 35 years of service. During a portion of his tenure,
he served as Devon’s Chief Engineer responsible for the development and integration of company-wide best practices for horizontal
drilling, frac design, and well control. During his last five years at Devon, Mr. Stewart served as the Vice President of Well
Engineering for the Offshore Division. Beginning in June 2012 following his retirement from Devon, Mr. Stewart served as President
and Chief Executive Officer of U.S. Well Services (“USWS”), a provider of fracturing services in the Appalachian Basin
(Marcellus and Utica Shales). Mr. Stewart retired from the day to day operations of USWS on December 31, 2015 but remained on
USWS’s Board of Directors until it was recapitalized in February 2017. Mr. Stewart received a BS degree in Petroleum Engineering
from Louisiana State University and a MS degree in Engineering Management from the University of Southwestern Louisiana (now UL-Lafayette).



Jon
Christopher Boswell.Mr. Boswell has served as President and Chief Executive Officer and a Director of our Company and
its predecessors, FracRock International Inc. (“FRI”) and FRIBVI, since December 2011. Prior to FRI, from 2009 to
2011, Mr. Boswell served as Chief Financial Officer for NEOS GeoSolutions, a Silicon Valley backed oilfield technology company
(“NEOS”). Prior to NEOS, from August 2003 to January 2009, he served as Chief Financial Officer for Particle Drilling
Technologies, an oilfield services and technology company (“Particle”). Prior to Particle, he served as Senior Vice
President and Chief Financial Officer of Petroleum Geo-Services ASA (“PGS”) from December 1995 until October 2002.
Mr. Boswell began his career at Arthur Andersen & Co. and later served in management positions with PriceWaterhouse, LLP in
Houston, Texas. Mr. Boswell is a 1985 graduate of the University of Texas at Austin.



2







Barry
B. Ekstrand.Mr. Ekstrand joined our company in March 2017, and has served as Senior Vice President of Operations –
North America from March 2017 through July 2017 and as Chief Operating Officer since August 2017. Prior to joining our company
and since January 2016, Mr. Ekstrand served as an Executive-in-Residence at Republic Chemical Technologies (“RCT”),
a portfolio company of the CSL Energy Fund, focusing on the application of chemical technologies and services in the energy industry.
Mr. Ekstrand served as a freelance consultant in the energy services industry from October 2015 to January 2016. From May 2015
to October 2015, Mr. Ekstrand served as President of the Chemical Services Division of Chem Rock Technologies, a supplier of chemical
products and services to the oil and gas industry, including additives and frac chemical for well fracturing and coiled tubing
fluid. From October 2014 to May 2015, Mr. Ekstrand worked as a freelance consultant in the energy services industry. From May
2012 to October 2014, Mr. Ekstrand served first as Vice President – Coiled Tubing, and then as Sr. Vice President, Completion
Services, for Key Energy Services, a company providing an array of onshore energy production services and solutions (“Key
Energy”). Prior to Key Energy, from 2010 to 2012 Mr. Ekstrand served as President of CRS Proppants, a provider of resin
coated sands for oil and gas well fracturing applications. He also served in various positions with Weatherford International
from 2002 to 2010, including as its Global Vice President, Reservoir Stimulation & Pressure Pumping Business Unit. Mr. Ekstrand
began his career with Halliburton Energy Services, where he served in various positions from 1980 to 2002, including as Global
Strategic Business Manager and Country Manager. Mr. Ekstrand received an MBA from California State University, Bakersfield (1993),
a BS in Chemical Engineering from California State Polytechnic University, Pomona (1980), and is named as an inventor of eight
U.S. patents.



Carlos
A. Fernandez.Mr. Fernandez has served as our Executive Vice President-Corporate Business Development and General Manager-Latin
America since July 2014. He served as a member of the Board of our company and its predecessors from December 2011 to March 2017.
Mr. Fernandez has over 35 years of experience in the oil and gas industry and over 30 years of experience in various executive
management and sales positions. From January 2010 to present, he has worked as General Manager – Latin America for NEOS.
From April 2006 to November 2009, he served as Senior Vice President Business Development for 3D-Geo. While at 3D-Geo, Mr. Fernandez
led the formation of the Kaleidoscope seismic imaging project, a partnership among Repsol, 3D-Geo, Stanford University, IBM, and
the Barcelona Supercomputing Center. From 1996 to March 2006, he served as General Manager – Latin America for Paradigm
Geophysical. From 1990 to 1995, Mr. Fernandez served as President of Petroleum Information Argentina. From 1979 through 1990,
he held various leadership positions with seismic technology and computing companies such as Silicon Graphics. Mr. Fernandez received
his degree in geophysics with honors from the National University of La Plata in Argentina.



Alexander
Nickolatos.Mr. Nickolatos has served as our Chief Financial Officer since December 2013 and was appointed in July 2014
as our Assistant Secretary. Prior to being appointed our Chief Financial Officer, Mr. Nickolatos served as Controller of the Company’s
predecessors, FRI and FRIBVI, since July 2012. From March 2006 until June 2012, Mr. Nickolatos served as the Director of Financial
Planning and Analysis at NEOS. During his time at NEOS, he also served as Controller and Treasurer, and oversaw oil and gas accounting
and finance operations in over seven countries, including Argentina. Prior to joining NEOS, he worked for Arthur Andersen and
PricewaterhouseCoopers. Mr. Nickolatos is a Certified Public Accountant and holds a BBA degree, summa cum laude, from Walla Walla
University.



3







Bjarte
Bruheim.Mr. Bruheim has served as a Director our company and its predecessors since December 2011 and served as Chairman
of our Board of Directors from 2012 to 2017. He has over 30 years of international management experience and is also a serial
entrepreneur. He has spent the majority of his career introducing technologies that reduce risk and improve efficiencies in the
oil and gas business. Such companies include oilfield services companies such as PGS, which he co-founded in 1991; Electromagnetic
Geoservices ASA (“EMGS”), where he was an early venture investor and Executive Chairman starting in 2004 and became
Chief Executive Officer in January 2015 serving until August 2015; Geo-Texture Technologies, Inc. (“Geo-Texture”),
which he co-founded in 2005; and ODIM ASA (“ODIM”), which he worked to turn around and later sell. In addition to
the oilfield service companies, Mr. Bruheim was a co-founder in Spinnaker Exploration Company using PGS technology, an early venture
investor in Spring Energy using EMGS technology, and co-founder of a small exploration and production (“E&P”)
company operating in the Eagle Ford field in Texas using Geo-Texture technology. Mr. Bruheim is also a founder of Axxis
Geo Solutions AS and has served as executive chairman of that company since 2017. Mr. Bruheim started his career
as an executive with WesternGeco, now Schlumberger, after graduating with a master’s degree in Physics and Electronics from
the Norwegian University of Science & Technology in Trondheim, Norway.



Christopher
A. Krummel. Mr. Krummel joined our Board of Directors in January 2014. Mr. Krummel serves as Vice President of Finance
and Chief Accounting Officer of McDermott International Inc. (“McDermott”), responsible for all accounting functions
including consolidated financial reporting, SEC filings and financial planning and analysis. Prior to joining McDermott, he provided
advisory services to American Industrial Partners LLC (“AIP”), and other companies focused on the global energy industry.
Prior to AIP, he served as the Vice President and Chief Financial Officer for EnTrans International LLC, a portfolio company of
AIP. Prior to September of 2014, he served as Vice President-Finance, Controller and Chief Accounting Officer for Cameron International
Corporation (“Cameron”), where he was responsible for all accounting functions including consolidated financial reporting
and SEC filings. He started at Cameron in October 2007 and previously served as Chief Financial Officer for Enventure Global Technology,
a private equity backed startup. Prior to Enventure, he held financial leadership roles with PGS and PriceWaterhouse LLP. He holds
a BSBA in accounting from Creighton University and an MBA from The Wharton School of the University of Pennsylvania. In addition
to our Board, Mr. Krummel is a director of Rebuilding Together Houston.



Timothy
L. Reynolds. Mr. Reynolds joined our Board of Directors in August 2017. Mr. Reynolds serves as Co-CEO of Dakota Midstream,
an independent midstream energy company in the Bakken shale formation. Prior to founding Dakota Midstream in July 2014, Mr. Reynolds
led the acquisition of Mesa Oil Services, a salt water disposal operator in the Bakken in April 2014. Previously, Mr. Reynolds
worked at Highstar Capital, an infrastructure investment firm from 2008 to March 2014, most recently as Principal and Director
of Corporate Affairs. Earlier in his career, he worked at the White House, serving first with the National Economic Council from
2002 to 2004, and then in the Office of the Chief of Staff for the President from 2004 to 2006. In the former position, he focused
on energy, health care, and social security policy formation and implementation. Mr. Reynolds is a graduate of the University
of North Carolina at Chapel Hill (2001), and earned his MBA from the Stanford Graduate School of Business (2008).



Todd
R. Snyder. Mr. Snyder was designated by Fir Tree to serve on our Board of Directors in October 2017 pursuant to the A&R
Stockholder Rights Agreement. Mr. Snyder is the founder and Senior Managing Director of TRS Advisors LLC, an investment banking
and financial advisory firm. Mr. Snyder has also served as a director of Midstates Petroleum Company, Inc. since October 2016.
Prior to founding TRS Advisors LLC in late 2017, for seventeen years, Mr. Snyder was an executive vice chairman of Rothschild
& Co. Before joining Rothschild & Co. in March 2000, Mr. Snyder was a Managing Director at Peter J. Solomon Company. Prior
to joining Peter J. Solomon Company, Mr. Snyder was a Managing Director at KPMG Peat Marwick in the Corporate Recovery group where
he was also National Director of the Corporate Recovery Practice for Government Enterprises (regulated and privatizing industries).
Prior to his move to investment banking, Mr. Snyder practiced law at Weil, Gotshal & Manges. Mr. Snyder received a B.A. degree
from Wesleyan University and a J.D. from the University of Pennsylvania Law School.



Andrew
Teno. Mr.Teno was designated by Fir Tree to serve on our Board of Directors in March 2017, pursuant to the A&R Stockholder
Rights Agreement. Mr. Teno has worked at Fir Tree Partners out of the Miami office since July 2011 and is currently a Director.
He is focused on international value investing across capital structures, industries and geographies. Prior to Fir Tree, he worked
at Crestview Partners from July 2009 to July 2011 as an associate in their Private Equity business. Prior to Crestview, Mr. Teno
worked at Gleacher Partners, an M&A boutique, from July 2007 to July 2009. Mr. Teno received an undergraduate business degree
from the Wharton School at the University of Pennsylvania in 2007.



4







There
are no family relationships between any of the executive officers and directors.



Section
16(a) Beneficial Ownership Reporting Compliance



Under
Section 16(a) of the Exchange Act, directors, officers and beneficial owners of 10 percent or more of our common stock (“Reporting
Persons”) are required to report to the SEC on a timely basis the initiation of their status as a Reporting Person and any
changes with respect to their beneficial ownership of our common stock. Based solely on a review of Forms 3, 4 and 5 (and any
amendments thereto) furnished to us, we have concluded that no Reporting Persons were delinquent with respect to their reporting
obligations, as set forth in Section 16(a) of the Exchange Act, other than the initial statement of beneficial ownership on Form
3 for Mr. Timothy L. Reynolds, which was filed late.



Director
Qualifications and Board Leadership Structure



Mr.
Stewart has significant operational and executive experience in the oil and gas industry, including serving in roles of increasing
responsibility at a large independent oil and gas exploration and production company and as the chief executive officer of an
oil field services company. Mr. Boswell is the President and Chief Executive Officer of our company and has an extensive track
record as an executive officer in the energy industry and has been part of starting and building multiple companies within the
oilfield services sector. He also brings a strong financial background to our Board of Directors. Mr. Bruheim has significant
operational experience in the oilfield services industry and brings both a practical understanding of the industry as well as
hands-on experience at building companies in this sector. He currently serves on several boards of directors of private companies
in the oil and gas industry and as Chief Executive Officer of companies operating in our industry and brings experience with
young growing companies to our Board, which adds significant value. Mr. Krummel has significant financial experience in the industry
with current and previous roles as Chief Financial Officer and Chief Accounting Officer with public companies where he was responsible
for all accounting functions, including consolidated financial reporting and SEC filings. Mr. Reynolds has extensive experience
serving as an executive in the energy sector and has relationships with many E&P companies, including companies operating
in the U.S. and Argentina. Mr. Snyder has significant expertise in corporate finance and experience serving as a public company
director, and he enhances the financial expertise of our Board of Directors. Mr. Teno has experience investing globally across
asset classes including public equities and credit including high yield and investment grade bonds and loans, as well as private
equity. He also has experience in corporate advisory including mergers and acquisitions and fairness opinions.



Committees
of our Board of Directors



Our
Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance
Committee.



AUDIT
COMMITTEE



The
Audit Committee of our Board of Directors currently consists of Messrs. Bruheim, Reynolds and Krummel. Mr. Krummel has served
as chairman of the Audit Committee since January 2014. Previously, Mr. Narea served on the Audit Committee from March 2016 to
his resignation in March 2017. Our Board of Directors determined in March 2018 that all members of the Audit Committee meet the
independence standards of the applicable NASDAQ Stock Market Rules and the heightened standards applicable to audit committee
members (to the extent relevant to the Audit Committee). In addition, our Board of Directors has determined that Mr. Krummel qualifies
as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K.



The
Audit Committee oversees, reviews, acts on and reports on various auditing and accounting matters to our Board, including:



| | ● | overseeing
    the accounting and financial reporting processes of our company and audits of our financial statements;                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                         
| | ● | overseeing
    the quality, integrity and reliability of our financial statements and other financial information we provide to any governmental
    body or the public;



5







| | ● | overseeing
    our compliance with legal and regulatory requirements;                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                        
| | ● | overseeing
    our independent auditors’ qualifications, independence and performance;                                                                                                                                                 
| |   |                                                                                                                                                                                                                                        
| | ● | overseeing
    our systems of internal controls regarding finance, accounting, legal compliance and ethics that management and our Board
    of Directors have established; and                                                        
| |   |                                                                                                                                                                                                                                        
| | ● | providing
    an open avenue of communication among our independent auditors, financial and senior management, and our Board of Directors,
    always emphasizing that the independent auditors are accountable to the Audit Committee.



We
have an Audit Committee Charter that outlines the primary duties of the Audit Committee, which is available on our website in
the “Corporate Governance” subsection in the “Investors” section. The Audit Committee held seven meetings
during the fiscal year ended December 31, 2017.



COMPENSATION
COMMITTEE



The Compensation Committee of our Board of Directors currently consists of Messrs. Krummel, Reynolds and Teno.
Mr. Krummel has served as chairman of the Compensation Committee since March 2015. Previously, Mr. Al-Sati served on the Compensation
Committee from March 2015 to his resignation in March 2017, and Mr. Stoltz served on the Compensation Committee from March 2016
to his resignation in August 2017. Our Board of Directors determined in March 2018 that all members of the Compensation Committee
meet the independence standards of the applicable NASDAQ Stock Market Rules. In March 2018, our Board also determined that Messrs.
Krummel and Reynolds each satisfy the requirements of non-employee directors under Rule 16b-3(b)(3) of the Exchange Act.



The
Compensation Committee assists our Board of Directors in carrying out its responsibilities with respect to (i) employee compensation,
benefit plans, and employee stock programs and (ii) matters relating to the compensation of persons serving as senior management
and the Chief Executive Officer of the Company. The Compensation Committee determines and approves the total compensation of the
Chief Executive Officer and senior management based on its evaluation of the performance of the Chief Executive Officer and senior
management in light of certain goals and objectives as well as input from the Nominating and Governance Committee, and with respect
to senior management, the Compensation Committee also considers input from the Chief Executive Officer. The Compensation Committee
has broad delegating authority, including the authority to delegate to subcommittees as it deems appropriate, to delegate to one
or more executive officers the authority to approve equity compensation awards under established equity compensation plans of
the Company to employees and officers of the Company other than those subject to Section 16 of the Exchange Act and to delegate
any non-discretionary administrative authority under Company compensation and benefit plans consistent with any limitations specified
in the applicable plans.



We
have a Compensation Committee Charter that outlines the primary duties of the Compensation Committee, which is available on our
website in the “Corporate Governance” subsection in the “Investors” section. The Compensation Committee
held two meetings during the fiscal year ended December 31, 2017.



NOMINATING
AND GOVERNANCE COMMITTEE



The
Nominating and Governance Committee of our Board of Directors currently consists of Messrs. Bruheim and Teno. Mr. Bruheim has
served as chairman of the Nominating and Governance Committee since March 2016. Previously, Mr. Al-Sati served on the Nominating
and Governance Committee from March 2016 to his resignation in March 2017, and Mr. Stoltz served on the Nominating and Governance
Committee from March 2016 to his resignation in August 2017. In addition, Mr. Proman served on the Nominating and Governance Committee
from March 2017 to his resignation in October 2017.



6







The
Nominating and Governance Committee identifies, evaluates and nominates qualified candidates for appointment or election to our
Board of Directors. In identifying, evaluating and recommending director nominees to the Board, the Nominating and Governance
Committee identifies persons who possess the integrity, leadership skills and competency required to direct and oversee our management
in the best interests of its stockholders, customers, employees, communities we serve and other affected parties. A candidate
must be willing to regularly attend Board meetings and if applicable, committee meetings, to participate in Board development
programs, to develop a strong understanding of the Company, its businesses and its requirements, to contribute his or her time
and knowledge to the Company and to be prepared to exercise his or her duties with skill and care. While the Board does not have
a formal policy on diversity, in selecting nominees, the Nominating and Governance Committee seeks to have a Board that represents
a diverse range of perspectives and experience relevant to the Company.



We
have a Nominating and Governance Committee Charter that outlines the primary duties of the Nominating and Governance Committee,
which is available on our website in the “Corporate Governance” subsection in the “Investors” section.
The functions of the Nominating and Governance Committee, which are discussed in its charter, include (i) developing a pool of
potential directorial candidates for consideration in the event of a vacancy on the Board, (ii) screening directorial candidates
in accordance with certain guidelines and criteria set forth in its charter and (iii) recommending nominees to the Board. The
Nominating and Governance Committee held one meeting during the fiscal year ended December 31, 2017.



The
Nominating and Governance Committee seeks recommendations from our existing directors to identify potential candidates to fill
vacancies on our Board. The Nominating and Governance Committee will also consider nominee recommendations properly submitted
by stockholders in accordance with the procedures outlined in our bylaws, on the same basis as candidates recommended by the Board
and other sources. Recommendations must be received by the Secretary of the Company no later than the earlier of (a) the
close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed
or such public disclosure was made, whichever first occurs, or (b) two (2) days prior to the date of the Annual Meeting.



In addition, the Nominating
and Governance Committee will also consider all director candidates submitted by a stockholder, if such nomination is properly
submitted by the stockholder in accordance with the procedures outlined in our bylaws. Stockholder nominations of directors must
be made in writing and delivered to the address shown below. Nominations must be received by the Secretary of the Company no later
than (i) thirty-five (35) days prior to the date of the annual meeting of stockholders, if notice of such annual meeting is given
or publicly disclosed at least fifty (50) days prior to the meeting date, or (ii) if notice of the annual meeting is given less
than fifty (50) days prior to the meeting date, the earlier of (a) the close of business on the tenth (10th) day following the
day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs,
or (b) two (2) days prior to the date of such annual meeting. For stockholder nominations of directors for the Annual Meeting,
nominations must comply with the provisions of our Bylaws, must be made in writing and must be delivered to the Secretary of the
Company at 2930 West Sam Houston Pkwy North, Suite 275, Houston, Texas 77043.





Item
11. Executive Compensation



We
are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and
other disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding
Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures.



Summary
Compensation Table



The
following table summarizes, with respect to each of our named executive officers, information relating to all compensation earned
for services rendered to us in all capacities in the last two completed fiscal years.



|Name and principal position                                      |  | Year |      |  | Salary ($) |  |         | Bonus ($) |  |  | Stock Awards ($)(1) |  |  | Option Awards ($)(2) |         |  | Non-Equity Incentive Plan Compensation |  |         | Nonqualified Deferred Compensation Earnings ($) |  |  | All Other Compensation ($)(3) |  |  | Total ($) |  
|---------------------------------------------------------------- |  | ---- | ---- |  | ---------- |  | ------- | --------- |  |  | ------------------- |  |  | -------------------- | ------- |  | -------------------------------------- |  | ------- | ----------------------------------------------- |  |  | ----------------------------- |  |  | --------- | -
|Jon Christopher Boswell                                          |  |      | 2017 |  |            |  | 354,250 |           |  |  | —                   |  |  |                      | 359,863 |  |                                        |  | 498,953 |                                                 |  |  | —                             |  |  |           | —
|Chief Executive Officer                                          |  |      | 2016 |  |            |  | 200,000 |           |  |  | 65,000              |  |  |                      | 26,390  |  |                                        |  | 7,234   |                                                 |  |  | —                             |  |  |           | —
|Carlos Fernandez                                                 |  |      | 2017 |  |            |  | 284,000 |           |  |  | —                   |  |  |                      | 385,708 |  |                                        |  | 474,928 |                                                 |  |  | —                             |  |  |           | —
|Executive Vice President-                                        |  |      | 2016 |  |            |  | 200,000 |           |  |  | 65,000              |  |  |                      | 56,070  |  |                                        |  | —       |                                                 |  |  | —                             |  |  |           | —
|Corporate Business Development and General Manager Latin America |  |      |      |  |            |  |         |           |  |  |                     |  |  |                      |         |  |                                        |  |         |                                                 |  |  |                               |  |  |           |  
|Alexander Nickolatos                                             |  |      | 2017 |  |            |  | 287,500 |           |  |  | —                   |  |  |                      | 350,634 |  |                                        |  | 416,238 |                                                 |  |  | —                             |  |  |           | —
|Chief Financial Officer and Assistant Secretary                  |  |      | 2016 |  |            |  | 200,000 |           |  |  | 65,000              |  |  |                      | 19,808  |  |                                        |  | 6,220   |                                                 |  |  | —                             |  |  |           | —





7














|(1) | The
    amounts in this column reflect the aggregate grant date fair value of all stock awards calculated in accordance with FASB
    ASC Topic 718. See “Part II – Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated
    Financial Statements – Note 14 – Stock-Based Compensation” in our Annual Report on Form 10-K for the year
    ended December 31, 2017 for additional information regarding the assumptions used to calculate the grant date fair value of
    the stock awards. The stock awards granted to Messrs. Boswell, Fernandez and Nickolatos in 2017 were phantom stock awards
    granted under our 2015 Stock Incentive Plan. The stock awards granted to Messrs. Boswell, Fernandez and Nickolatos in 2016
    were awards of restricted stock under our 2013 Stock Incentive Plan and 2015 Stock Incentive Plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The
    amount in this column reflects the aggregate grant date fair value of all option awards calculated in accordance with FASB
    ASC Topic 718. See “Part II – Item 8 – Financial Statements and Supplementary Data – Notes to Consolidated
    Financial Statements – Note 14 – Stock-Based Compensation” in our Annual Report on Form 10-K for the year
    ended December 31, 2017 for additional information regarding the assumptions used to calculate the fair value of the option
    awards. The option awards granted to Messrs. Boswell, Fernandez and Nickolatos in 2017 were granted under our 2015 Stock Incentive
    Plan. The option awards granted to Messrs. Boswell and Nickolatos in 2016 were granted under our 2013 Stock Incentive Plan
    and our 2015 Stock Inventive Plan.                                                      
|(3) | Amounts
    reported in the “All Other Compensation” column consist of, with respect to all named executive officers, (a)
    employer matching contributions to our tax-qualified Section 401(k) retirement savings plan and (b) with respect to Messrs.
    Boswell and Nickolatos, a monthly car allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





Certain of the information relating to our named executive officers’ compensation as reported in the
Summary Compensation Table included in our previously filed Annual Report on Form 10-K for the year ended December 31, 2017 was
incorrect due to inadvertent errors made in connection with the preparation of the Summary Compensation Table. The corrected information
relating to our named executive officer’s compensation earned for services rendered to us is presented above. The result
of this correction (a) increased the total compensation reflected in the Summary Compensation Table for each of Messrs. Boswell,
Fernandez and Nickolatos for 2017 by $680,878, $860,636 and $594,872, respectively, and (b) decreased the total compensation reflected
in the Summary Compensation Table for each of Messrs. Boswell, Fernandez and Nickolatos for 2016 by $34,194, $56,980 and $26,402,
respectively.



Narrative
Disclosure to Summary Compensation Table



Employment
Agreements. The following summary provides a description of the material terms of the employment agreements that we have
entered into with our named executive officers.



Jon
Christopher Boswell. Effective as of April 1, 2017, we entered into an employment agreement (the “Boswell Employment
Agreement”) with Mr. Boswell that superseded and replaced his prior employment agreement. The Boswell Employment Agreement
provides for an initial one-year term of employment that commenced as of April 1, 2017 and, unless either party provides written
notice of non-renewal within the requisite time period, the term will automatically be extended for an additional one-year period
on April 1, 2018 and each subsequent anniversary of such date in accordance with the renewal provisions set forth in the agreement.
The Boswell Employment Agreement provides for an initial annualized base salary of $350,000 per year and a target annual bonus
equal to a maximum of 125% of Mr. Boswell’s annualized base salary. The Boswell Employment Agreement also contains severance
provisions, which are discussed below under “Potential Payments Upon Termination or a Change in Control.” The Boswell
Employment Agreement also provides that during the term of employment and for six (6) months after the termination of Mr. Boswell’s
employment (for whatever reason), Mr. Boswell will not compete with us or solicit our customers or our employees. The agreement
also provides for the nondisclosure of any confidential information relating to us by Mr. Boswell.



Carlos
Fernandez. Effective as of April 1, 2017, we entered into an employment agreement (the “Fernandez Employment Agreement”)
with Mr. Fernandez that superseded and replaced his prior employment agreement. The Fernandez Employment Agreement provides for
an initial one-year term of employment that commenced as of April 1, 2017 and, unless either party provides written notice of
non-renewal within the requisite time period, the term will automatically be extended for an additional one-year period on April
1, 2018 and each subsequent anniversary of such date in accordance with the renewal provisions set forth in the agreement. The
Fernandez Employment Agreement provides for an initial annualized base salary of $312,000 per year and a target annual bonus equal
to a maximum of 100% of Mr. Fernandez’s annualized base salary. The Fernandez Employment Agreement also contains severance
provisions, which are discussed below under “Additional Narrative Disclosure –Potential Payments Upon Termination
or a Change in Control.” The Fernandez Employment Agreement also provides that during the term of employment and for six
(6) months after the termination of Mr. Fernandez’s employment (for whatever reason), Mr. Fernandez will not compete with
us or solicit our customers or our employees. The agreement also provides for the non-disclosure of our confidential information
by Mr. Fernandez.



8







Alexander
Nickolatos. Effective as of April 1, 2017, we entered into an employment agreement (the “Nickolatos Employment Agreement”)
with Mr. Nickolatos that superseded and replaced his prior employment agreement. The Nickolatos Employment Agreement provides
for an initial one-year term of employment that commenced as of April 1, 2017 and, unless either party provides written notice
of non-renewal within the requisite time period, the term will automatically be extended for an additional one-year period on
the April 1, 2018 and each subsequent anniversary of such date in accordance with the renewal provisions set forth in the agreement.
The Nickolatos Employment Agreement provides for an annualized base salary of $300,000 per year and a target annual bonus equal
to a maximum of 100% of Mr. Nickolatos’ base salary. The Nickolatos Employment Agreement also contains severance provisions,
which are discussed below under “Additional Narrative Disclosure –Potential Payments Upon Termination or a Change
in Control.” The Nickolatos Employment Agreement also provides that during the term of the agreement and for six (6) months
after the termination of Mr. Nickolatos’ employment (for whatever reason), Mr. Nickolatos will not compete with us or solicit
our customers or our employees. The agreement also provides for the non-disclosure of our confidential information by Mr. Nickolatos.



Outstanding
Equity Awards at 2017 Fiscal Year-End



The
following table presents, for each named executive officer, information regarding outstanding option awards and stock awards held
as of December 31, 2017.



|Name                    |  | Number of Securities Underlying Unexercised Options Exercisable |         |  | Number of Securities Underlying Unexercised Options Unexercisable |  |         | Option  Exercise  Price  ($) |  |  | Option  Expiration  Date |  | Number of Shares of Stock That Have Not Vested  (2) |          |  | Market Value of Shares of Stock That Have Not Vested  ($)(3) |        
|----------------------- |  | --------------------------------------------------------------- | ------- |  | ----------------------------------------------------------------- |  | ------- | ---------------------------- |  |  | ------------------------ |  | --------------------------------------------------- | -------- |  | ------------------------------------------------------------ | -------
|Jon Christopher Boswell |  |                                                                 | 30,048  |  |                                                                   |  |         |                              |  |  | 3.33                     |  |                                                     | 8/28/22  |  |                                                              | 206,250
|                        |  |                                                                 | 125,000 |  |                                                                   |  |         |                              |  |  | 6.00                     |  |                                                     | 10/24/23 |  |                                                              |        
|                        |  |                                                                 | 12,750  |  |                                                                   |  | 4,250   | (1)                          |  |  | 6.00                     |  |                                                     | 7/11/24  |  |                                                              |        
|                        |  |                                                                 | 4,375   |  |                                                                   |  | 13,125  | (4)                          |  |  | 3.00                     |  |                                                     | 5/27/26  |  |                                                              |        
|                        |  |                                                                 | 125,000 |  |                                                                   |  | 375,000 | (5)                          |  |  | 1.41                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 | 25,000  |  |                                                                   |  | 75,000  | (5)                          |  |  | 2.00                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 | 50,000  |  |                                                                   |  | 150,000 | (5)                          |  |  | 2.50                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 |         |  |                                                                   |  |         |                              |  |  |                          |  |                                                     |          |  |                                                              |        
|Carlos Fernandez        |  |                                                                 | 22,318  |  |                                                                   |  |         |                              |  |  | 3.33                     |  |                                                     | 8/28/22  |  |                                                              | 206,250
|                        |  |                                                                 | 10,000  |  |                                                                   |  |         |                              |  |  | 6.00                     |  |                                                     | 10/24/23 |  |                                                              |        
|                        |  |                                                                 | 125,000 |  |                                                                   |  | 375,000 | (5)                          |  |  | 1.41                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 | 25,000  |  |                                                                   |  | 75,000  | (5)                          |  |  | 2.00                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 | 37,500  |  |                                                                   |  | 112,500 | (5)                          |  |  | 2.50                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 |         |  |                                                                   |  |         |                              |  |  |                          |  |                                                     |          |  |                                                              |        
|Alexander Nickolatos    |  |                                                                 | 4,083   |  |                                                                   |  |         |                              |  |  | 0.33                     |  |                                                     | 7/1/2022 |  |                                                              | 187,500
|                        |  |                                                                 | 5,015   |  |                                                                   |  |         |                              |  |  | 3.33                     |  |                                                     | 8/28/22  |  |                                                              |        
|                        |  |                                                                 | 25,000  |  |                                                                   |  |         |                              |  |  | 6.00                     |  |                                                     | 10/24/23 |  |                                                              |        
|                        |  |                                                                 | 3,750   |  |                                                                   |  | 11,250  | (4)                          |  |  | 3.00                     |  |                                                     | 5/27/26  |  |                                                              |        
|                        |  |                                                                 | 112,500 |  |                                                                   |  | 337,500 | (5)                          |  |  | 1.41                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 | 25,000  |  |                                                                   |  | 75,000  | (5)                          |  |  | 2.00                     |  |                                                     | 5/4/27   |  |                                                              |        
|                        |  |                                                                 | 25,000  |  |                                                                   |  | 75,000  | (5)                          |  |  | 2.50                     |  |                                                     | 5/4/27   |  |                                                              |        



| | (1) | These
    options held by our named executive officer previously vested as to 75 percent of each award in equal installments on July
    11, 2015, July 11, 2016 and July 11, 2017 and the remaining 25 percent of the award will become vested and exercisable in
    one installment on July 11, 2018 so long as the named executive officer remains employed by us on such date.       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (2) | Includes
    awards of our restricted stock held by our named executive officers that are scheduled to vest in three remaining equal installments
    on May 4, 2018, November 4, 2018, and May 4, 2019, so long as the named executive officer remains employed by us on each such
    date: (i) Mr. Boswell – 206,250, (ii) Mr. Fernandez – 206,250, and (iii) Mr. Nickolatos – 187,500.



9







| | (3) | The
    amounts in this column reflect the closing price of our common stock on December 29, 2017 (the last trading day of fiscal
    year 2017), which was $1.26, multiplied by the number of outstanding shares of restricted stock.                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (4) | These
    options held by our named executive officers previously vested as to 25 percent of each award on May 27, 2017 and the remaining
    75 percent of each award will become vested and exercisable in three equal annual installments on May 27, 2018, May 27, 2019
    and May 27, 2020 so long as the named executive officer remains employed by us on each such date.      
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (5) | These
    options held by our named executive officers previously vested as to 25 percent of each award on November 4, 2017 and the
    remaining 75 percent of each award will become vested and exercisable in three equal semi-annual installments on May 4, 2018,
    November 4, 2018 and May 4, 2019 so long as the named executive officer remains employed by us on such date.



Certain
of the information provided with respect to our named executive officers in the Outstanding Equity Awards at 2017 Fiscal Year-End
table included in our previously filed Annual Report on Form 10-K for the year ended December 31, 2017 was incorrect due to (i)
the inadvertent inclusion of certain previously vested awards in the “Number of Shares of Stock That Have Not Vested”
and the “Market Value of Shares of Stock That Have Not Vested” columns; and (ii) errors in the number of options listed
as either exercisable or unexercisable in the table. The corrected information relating to our named executive officers is presented
above. The result of this correction (a) decreased the number of shares of stock that have not vested reflected for each of Messrs.
Boswell, Fernandez and Nickolatos as of December 31, 2017 by 93,000, 118,125 and 87,500 shares, respectively, and (b) decreased
the market value of the shares of stock that have not vested reflected for each of Messrs. Boswell, Fernandez and Nickolatos as
of December 31, 2017 by $117,180, $148,838 and $110,250, respectively.



Additional
Narrative Disclosure



Retirement
Benefits



As
of December 31, 2017, we maintain a tax-qualified Section 401(k) retirement savings plan. This plan provides for employee contributions,
employer matching contributions (5% of salary), and a discretionary profit sharing contribution. Our named executive officers
are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as other employees who
satisfy the plan’s eligibility requirements, including requirements relating to age and length of service. No discretionary
profit sharing contributions were made during 2017 or 2016. Under this plan, participants may elect to make pre-tax contributions
not to exceed the applicable statutory limitation, which was $18,500 for 2017. All employer contributions vest immediately.



Potential
Payments Upon Termination or a Change in Control



The
employment agreements with Messrs. Boswell, Fernandez and Nickolatos contain severance provisions, as described below.



Mr.
Boswell. If we terminate Mr. Boswell’s employment without “cause” (as such term is defined in the Boswell
Employment Agreement), or if Mr. Boswell terminates his employment with us for “good reason” (as such term is defined
in the Boswell Employment Agreement), then Mr. Boswell is entitled to (a) his base salary accrued to the date of his termination
and any unreimbursed business expenses, (b) an amount equal to one year of base salary, (c) full vesting of all unvested restricted
stock or stock options, if any, that were granted prior to the effective date of the Boswell Employment Agreement (i.e., April
1, 2017) and (d) subject to Mr. Boswell’s timely election of medical benefit continuation pursuant to the Consolidated Omnibus
Budget Reconciliation Act, as amended (“COBRA”), payment or reimbursement of the cost of COBRA continuation coverage
(such that Mr. Boswell pays the same premium for COBRA continuation coverage as other executives pay for coverage under our medical
plan) for Mr. Boswell and his covered dependents for up to 18 months. Payment of items (b), (c) and (d) is contingent upon the
execution of a release by Mr. Boswell on a form provided by us.



If
Mr. Boswell’s employment with us is terminated due to his becoming disabled or his death, Mr. Boswell (or his estate, as
applicable) is entitled to his base salary accrued to the date of his termination, any unreimbursed business expenses and unpaid
bonus from the prior year.



If
Mr. Boswell’s employment with us is terminated for cause, or if Mr. Boswell terminates his employment with us voluntarily,
Mr. Boswell is entitled to his base salary accrued to the date of his termination and any unreimbursed business expenses.



If
we or Mr. Boswell elect to not renew the Boswell Employment Agreement at the end of its term, then Mr. Boswell is entitled to
his base salary accrued to the date of his termination and any unreimbursed business expenses. In addition, if we elect to not
renew the Boswell Employment Agreement at the end of its term, Mr. Boswell is entitled to an amount equal to one year of base
salary, subject to the execution of a release by Mr. Boswell on a form provided by us.



10







Mr.
Fernandez. If we terminate Mr. Fernandez’s employment without “cause” (as such term is defined in the
Fernandez Employment Agreement), or if Mr. Fernandez terminates his employment with us for “good reason” (as such
term is defined in the Fernandez Employment Agreement), then Mr. Fernandez is entitled to (a) his base salary accrued to the date
of his termination and any unreimbursed business expenses, (b) an amount equal to one year of base salary, (c) full vesting of
all unvested restricted stock or stock options, if any, that were granted prior to the effective date of the Fernandez Employment
Agreement (i.e., April 1, 2017) and (d) subject to Mr. Fernandez’s timely election of medical benefit continuation pursuant
to COBRA, payment or reimbursement of the cost of COBRA continuation coverage (such that Mr. Fernandez pays the same premium for
COBRA continuation coverage as other executives pay for coverage under our medical plan) for Mr. Fernandez and his covered dependents
for up to 18 months. Payment of items (b), (c) and (d) is contingent upon the execution of a release by Mr. Fernandez on a form
provided by us.



If
Mr. Fernandez’s employment with us is terminated due to his becoming disabled or his death, Mr. Fernandez (or his estate,
as applicable) is entitled to his base salary accrued to the date of his termination, any unreimbursed business expenses and unpaid
bonus from the prior year.



If
Mr. Fernandez’s employment with us is terminated for cause, or if Mr. Fernandez terminates his employment with us voluntarily,
Mr. Fernandez is entitled to his base salary accrued to the date of his termination and any unreimbursed business expenses.



If
we or Mr. Fernandez elect to not renew the Fernandez Employment Agreement at the end of its term, then Mr. Fernandez is entitled
to his base salary accrued to the date of his termination and any unreimbursed business expenses. In addition, if we elect not
to renew the Fernandez Employment Agreement at the end of its term, then Mr. Fernandez is entitled to an amount equal to one year
of base salary, subject to the execution of a release by Mr. Fernandez on a form provided by us.



Mr.
Nickolatos. If we terminate Mr. Nickolatos’ employment without “cause” (as such term is defined in the
Nickolatos Employment Agreement), or if Mr. Nickolatos terminates his employment with us for “good reason” (as such
term is defined in the Nickolatos Employment Agreement), then Mr. Nickolatos is entitled to (a) his base salary accrued to the
date of his termination and any unreimbursed business expenses, (b) an amount equal to one year of base salary, (c) full vesting
of all unvested restricted stock or stock options, if any, that were granted prior to the effective date of the Nickolatos Employment
Agreement (i.e., April 1, 2017) and (d) subject to Mr. Nickolatos’ timely election of medical benefit continuation pursuant
to COBRA, payment or reimbursement of the cost of COBRA continuation coverage (such that Mr. Nickolatos pays the same premium
for COBRA continuation coverage as other executives pay for coverage under our medical plan) for Mr. Nickolatos and his covered
dependents for up to 18 months. Payment of items (b), (c) and (d) is contingent upon the execution of a release by Mr. Nickolatos
on a form provided by us.



If
Mr. Nickolatos’ employment with us is terminated due to his becoming disabled or his death, Mr. Nickolatos (or his estate,
as applicable) is entitled to his base salary accrued to the date of his termination, any unreimbursed business expenses and unpaid
bonus from the prior year.



If
Mr. Nickolatos’ employment with us is terminated for cause, or if Mr. Nickolatos terminates his employment with us voluntarily,
Mr. Nickolatos is entitled to his base salary accrued to the date of his termination and any unreimbursed business expenses.



If
we or Mr. Nickolatos elect to not renew the Nickolatos Employment Agreement at the end of its term, then Mr. Nickolatos is entitled
to his base salary accrued to the date of his termination and any unreimbursed business expenses. In addition, if we elect not
to renew the Nickolatos Employment Agreement at the end of its term, then Mr. Nickolatos is entitled to an amount equal to one
year of base salary, subject to the execution of a release by Mr. Nickolatos on a form provided by us.



11







Director
Compensation



Historically,
we have not had a formalized compensation program for our non-employee members of our Board of Directors for their service as
directors. On November 8, 2017, the following compensation arrangements were approved for each of Messrs. Bruheim, Krummel, Reynolds,
Snyder and Stewart:



| | ● | A
    phantom stock award under our 2015 Stock Incentive Plan that consists of 67,568 shares of phantom stock, which award vests
    as to 16,892 shares on each of May 8, 2018, November 8, 2018, May 8, 2019 and November 8, 2019; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                         
| | ● | An
    annual cash retainer of $50,000 that commenced effective as of April 1, 2017 and is payable in quarterly installments in arrears
    (pro-rated for partial periods of service).                                                 



With
respect to Mr. Stewart’s service as Chairman, on December 18, 2017, our Board of Directors approved the following compensation
arrangement:



| | ● | A
    one-time phantom stock award under our 2015 Stock Incentive Plan that consists of 300,000 shares of phantom stock, which award
    vests as to one-third of the shares upon each of three milestones, which are based on the market price of shares of our common
    stock, subject to Mr. Stewart’s continued service as Chairman through the first anniversary of the grant date of this
    award;                                                                                                      
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ● | A
    one-time phantom stock award under our 2015 Stock Incentive Plan that consists of an additional 150,000 shares of phantom
    stock, which award is expected to be approved on or around April 15, 2018, and which is expected to vest as to one-third of
    the shares upon each of three milestones, which will be based on the market price of shares of our common stock, subject to
    Mr. Stewart’s continued service as Chairman through the first anniversary of the grant date of this award; and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ● | A
    one-time phantom stock award under our 2015 Stock Incentive Plan that consists of an additional 300,000 shares of phantom
    stock, which award is expected to be approved on or around July 15, 2018, and which is expected to vest as to one-third of
    the shares upon each of three milestones, which will be based on the market price of shares of our common stock, subject to
    Mr. Stewart’s continued service as Chairman through the first anniversary of the grant date of this award.     



In
addition, we reimburse our non-employee directors for any travel or other business expenses related to their service as a director.
The table below and the narrative in the footnotes provide the compensation amounts for our non-employee directors for 2017, as
well as additional information in connection with such amounts.



Director
Compensation Table



|Name                   |  | Fees Earned or Paid in Cash ($)(1) |        |  | Stock Awards ($) |  |         | Option Awards ($) |  |  | Non-Equity Incentive Plan Compensation ($) |  |  | Nonqualified Deferred Compensation Earnings ($) |   |  | All Other Compensation ($) |  |   | Total ($) | 
|---------------------- |  | ---------------------------------- | ------ |  | ---------------- |  | ------- | ----------------- |  |  | ------------------------------------------ |  |  | ----------------------------------------------- | - |  | -------------------------- |  | - | --------- | 
|Bjarte Bruheim         |  |                                    | 37,500 |  |                  |  | 100,000 |                   |  |  | —                                          |  |  |                                                 | — |  |                            |  | — |           | 
|Christopher A. Krummel |  |                                    | 37,500 |  |                  |  | 100,000 |                   |  |  | —                                          |  |  |                                                 | — |  |                            |  | — |           | 
|Timothy L. Reynolds    |  |                                    | 17,391 |  |                  |  | 100,000 |                   |  |  | —                                          |  |  |                                                 | — |  |                            |  | — |           | 
|Todd R. Snyder         |  |                                    | 10,734 |  |                  |  | 100,000 |                   |  |  | —                                          |  |  |                                                 | — |  |                            |  | — |           | 
|Brian R. Stewart       |  |                                    | 10,734 |  |                  |  | 420,000 |                   |  |  | —                                          |  |  |                                                 | — |  |                            |  | — |           | 
|Andrew Teno            |  |                                    | —      |  |                  |  | —       |                   |  |  | —                                          |  |  |                                                 | — |  |                            |  | — |           | 



| | (1) | Certain
    of these fees were paid in the first quarter of 2018 as compensation for serving as a director in the fourth quarter of 2017
    with respect to Messrs. Bruheim ($12,500), Krummel ($12,500), Reynolds ($17,391), Snyder ($10,734) and Stewart ($10,734).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|------------ | --------------------------------------------------------------------------------------------------



As of April 30,
2018, we had 74,596,116 shares of our common stock issued and outstanding. The following table sets forth information regarding
the beneficial ownership of our common stock as of April 30, 2018 by:



| | ● | each
    person known by us to be the beneficial owner of more than 5% of our common stock;
| | - | -------------------------------------------------------------------------------------------
| |   |                                                                                            
| | ● | each
    of our directors;                                                                 
| |   |                                                                                            
| | ● | each
    of our named executive officers; and                                              
| |   |                                                                                            
| | ● | our
    executive officers and directors as a group.                                       



Beneficial ownership
is determined in accordance with SEC rules. The percentages in the table are computed using a denominator consisting of 74,596,116
shares of outstanding common stock plus the number of shares of common stock subject to vesting with respect to a holder within
60 days of April 30, 2018 or issuable upon the exercise of all outstanding options, warrants, rights or conversion
privileges held by a holder which are exercisable within 60 days of April 30, 2018. Except as otherwise indicated,
the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except
to the extent that power may be shared with a spouse.



|                                                                                               |  | Common Stock     |            |  | Series A Preferred  | 
|---------------------------------------------------------------------------------------------- |  | ---------------- | ---------- |  | ------------------- | 
|Name and Address of Beneficial Owner(1)                                                        |  | Number of Shares |            |  | Percentage of Class | 
|5% Stockholders:                                                                               |  |                  |            |  |                     | 
|Fir Tree (2)                                                                                   |  |                  | 58,720,930 |  |                     | 
|Bienville Capital Management, LLC (3)                                                          |  |                  | 5,984,205  |  |                     | 
|Directors and Executive Officers:                                                              |  |                  |            |  |                     | 
|Brian R. Stewart (4)                                                                           |  |                  | 16,892     |  |                     | 
|Chairman                                                                                       |  |                  |            |  |                     | 
|Jon Christopher Boswell (5)                                                                    |  |                  | 1,013,183  |  |                     | 
|Director, President and Chief Executive Officer                                                |  |                  |            |  |                     | 
|Carlos Fernandez (6)                                                                           |  |                  | 842,311    |  |                     | 
|Executive Vice President-Corporate Business Development
    and General Manager- Latin America |  |                  |            |  |                     | 
|Alexander Nickolatos (7)                                                                       |  |                  | 620,504    |  |                     | 
|Chief Financial Officer and Assistant Secretary                                                |  |                  |            |  |                     | 
|Bjarte Bruheim (8)                                                                             |  |                  | 685,682    |  |                     | 
|Director                                                                                       |  |                  |            |  |                     | 
|Christopher A. Krummel (9)                                                                     |  |                  | 87,467     |  |                     | 
|Director                                                                                       |  |                  |            |  |                     | 
|Timothy L. Reynolds (10)                                                                       |  |                  | 16,892     |  |                     | 
|Director                                                                                       |  |                  |            |  |                     | 
|Todd R. Snyder (11)                                                                            |  |                  | 16,892     |  |                     | 
|Director                                                                                       |  |                  |            |  |                     | 
|Andrew Teno                                                                                    |  |                  | —          |  |                     | 
|Director                                                                                       |  |                  |            |  |                     | 
|All executive officers and directors as a group (10 persons)                                   |  |                  | 3,524,823  |  |                     | 














*
                                         indicates less than 1%.



|(1) | Unless
    otherwise specified the address of each stockholder is in care of 2930 West Sam Houston Parkway North, Suite 275, Houston,
    Texas 77043.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------



13











|(2)  | The
    number of shares of common stock shown as beneficially owned includes (a) a total of 50,025,278 shares of common stock,
    which include 4,020,831 shares of common stock held by Fir Tree Capital Opportunity Master Fund, LP; 2,191,466 shares of common
    stock held by Fir Tree Capital Opportunity Master Fund III, LP; 92,972 shares of common stock held by FT COF (E) Holdings,
    LLC; 750,593 shares of common stock held by FT SOF IV Holdings, LLC; and 42,969,416 shares of common stock held by FT SOF
    VII Holdings, LLC (collectively, “Fir Tree Funds”) and (b) 8,695,652 shares of common stock that are issuable
    upon conversion of the aggregate of 10,000 shares of Series A Preferred held by the Fir Tree Funds collectively. The number
    of shares of Series A Preferred includes 822 shares of Series A Preferred held by Fir Tree Capital Opportunity Master Fund,
    LP; 438 shares of Series A Preferred held by Fir Tree Capital Opportunity Master Fund III, LP; 150 shares of Series A Preferred
    held by FT SOF IV Holdings, LLC; and 8,590 shares of Series A Preferred held by FT SOF VII Holdings, LLC. Fir Tree Partners
    serves as the investment manager of each of the Fir Tree Funds and has been granted investment discretion over portfolio investments,
    including the shares of common stock and Series A Preferred held by the Fir Tree Funds. The business address of the Fir Tree
    Funds and Fir Tree Partners is c/o Fir Tree Partners, 55 West 46th Street, New York, New York 10036.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3)  | Based
    solely on the Schedule 13G filed with the SEC on April 9, 2018 by Bienville Global Opportunities Fund, LP, BGOF GP, LLC, Bienville
    Capital Management, William Herbert Stimpson II, and Michael Cullen Thompson, Jr. (collectively, “Bienville”).
    The business address of Bienville is 521 Fifth Avenue, 35th Fl, New York City, NY 10175.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4)  | Includes
    16,892 shares of phantom stock scheduled to vest on May 8, 2018 provided that Mr. Stewart continues to serve on the Board
    through such date. Each share of phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5)  | Includes
    (i) 372,173 shares of common stock subject to outstanding options that have vested, (ii) 68,750 shares of phantom stock scheduled
    to vest on May 4, 2018, (iii) 200,000 shares of common stock subject to outstanding options that are scheduled to vest on
    May 4, 2018, and (iv) 4,375 shares of common stock subject to outstanding options that are scheduled to vest on May 27, 2018.
    Each share of phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6)  | Includes
    (i) 219,818 shares of common stock subject to outstanding options that have vested, (ii) 68,750 shares of phantom stock scheduled
    to vest on May 4, 2018, and (iii) 187,500 shares of common stock subject to outstanding options that are scheduled to vest
    on May 4, 2018. Each share of phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(7)  | Includes
    (i) 200,348 shares of common stock subject to outstanding options that have vested, (ii) 62,500 shares of phantom stock scheduled
    to vest on May 4, 2018, (iii) 162,500 shares of common stock subject to outstanding options that are scheduled to vest on
    May 4, 2018, and (iv) 3,750 shares of common stock subject to outstanding options that are scheduled to vest on May 27, 2018.
    Each share of phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(8)  | Includes
    (i) 143,151 shares of common stock subject to outstanding options that have vested and (ii) 16,892 shares of phantom stock
    scheduled to vest on May 8, 2018 provided that Mr. Bruheim continues to serve on the Board through such date. Each share of
    phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(9)  | Includes
    (i) 58,812 shares of common stock subject to outstanding options that have vested and (ii) 16,892 shares of phantom stock
    scheduled to vest on May 8, 2018 provided that Mr. Krummel continues to serve on the Board through such date. Each share of
    phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(10) | Includes
    16,892 shares of phantom stock scheduled to vest on May 8, 2018 provided that Mr. Reynolds continues to serve on the Board
    through such date. Each share of phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(11) | Includes
    16,892 shares of phantom stock scheduled to vest on May 8, 2018 provided that Mr. Snyder continues to serve on the Board through
    such date. Each share of phantom stock entitles the holder to receive one share of common stock at the time of vesting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



14







|Item
    13. | Certain
    RElationships and Related Transactions, and Director Independence
|------------ | -----------------------------------------------------------------------------



CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS



The Company has adopted
a written policy pursuant to which the Audit Committee is responsible for the review, approval or ratification of “related
party transactions” involving the Company. The following is a description of such transactions since January
1, 2015; “related party transactions” are transactions to which we have been a party, in which the amount involved
exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two years, and
in which any of our executive officers, directors or holders of more than 5% of our common stock, or an affiliate or immediate
family member thereof, had or will have a direct or indirect material interest, other than compensation arrangements, which are
described in the section above titled “Executive Compensation.”



Transactions
with Fir Tree



On
March 3, 2017, the Company entered into a transaction with Fir Tree pursuant to which Fir Tree purchased from ACM Emerging Markets
Master Fund I, L.P. $22 million aggregate principal amount of the Company’s outstanding convertible notes which were due
in 2018. This transaction was part of a comprehensive recapitalization designed to create a path to a potential equalization of
substantially all of the Company’s debt, subject to stockholder approval. As part of the transaction, the Company issued
to Fir Tree an additional $19.4 million aggregate principal amount of convertible notes. After giving effect to these transactions,
the Company had approximately $41.4 million of outstanding convertible notes. Fir Tree agreed to convert all of the outstanding
convertible notes into common stock at a conversion price of $1.40 per share, subject to receipt of stockholder approval and satisfaction
of certain other conditions.



On June 20, 2017, the
Company converted such notes into common stock at a price of $1.40 per share, and issued 29,538,786 shares of common
stock to Fir Tree (the “Conversion”), upon the Company receiving stockholder approval at the Annual Meeting of
Stockholders of the Company on June 15, 2017. As such, all obligations under the notes have been deemed paid in full and the notes
have been terminated. No termination penalty or fee was incurred in connection with the termination of the notes. The Conversion
reduced the Company’s debt by approximately $41.4 million.



July
2017 and August 2017 Private Placements



On July 6, 2017, the
Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the purchasers identified
on the signature pages thereto, including funds affiliated with Fir Tree and Bienville (collectively, the “July Purchasers”)
pursuant to which the July Purchasers agreed to purchase 10,000,000 shares of the Company’s common stock, par value $0.001
per share, at a price of $1.50 per share (the “July Private Placement”). The issuance of the Shares pursuant to the
Purchase Agreement was made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”). The July Private Placement closed on July 6, 2017 and resulted
in approximately $15.0 million of gross proceeds and approximately $14.8 million of net proceeds (after deducting the Company’s
estimated expenses).



In
connection with the closing of the July Private Placement, the Company and the July Purchasers entered into that certain Amended
& Restated Registration Rights Agreement, dated July 6, 2017 (the “Registration Rights Agreement”). Under the
Registration Rights Agreement, the Company agreed to (i) use its reasonable best efforts to file a Registration Statement (as
defined in the Registration Rights Agreement) on Form S-1 or any successor form thereto (each a “Long-Form Registration”
as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “Commission”) upon
the initial request of registration from the Demand Holders (as defined in the Registration Rights Agreement) within ninety (90)
days after the date on which the initial request is given; and (ii) use its reasonable best efforts to file a Registration Statement
on Form S-3 or any successor form thereto, if the Company is qualified for the use of Form S-3, (each a “Short-Form Registration”
as defined in the Registration Rights Agreement) with the Commission upon the initial request of registration from the Demand
Holders within sixty (60) days after the date on which the initial request is given. In addition, the Registration Rights Agreement
provides holders of Registrable Securities (as defined in the Registration Rights Agreement) piggyback registration rights, subject
to certain underwriter cutbacks and issuer blackout periods. The Company also agreed to pay all fees and expenses relating to
the registration and disposition of the Registrable Securities in compliance with the Company’s obligations under the Registration
Rights Agreement.



15







In
addition, in connection with the closing of the July Private Placement, the Company’s Amended and Restated Stockholders
Agreement dated as of March 3, 2017 (the “Rights Agreement”) was amended to clarify certain procedures set forth in
the Rights Agreement with respect to matters subject to approval by directors nominated by FT SOF VII Holdings, LLC, an affiliate
of Fir Tree Partners.



On
August 2, 2017, the Company entered into a Common Stock Subscription Agreement (the “Subscription Agreement”) with
(i) affiliates of Fir Tree, pursuant to which such Fir Tree affiliates agreed to purchase 9,456,056 shares of the Company’s
common stock, (ii) Bienville Argentina Fund, pursuant to which Bienville agreed to purchase 1,923,077 shares of the Company’s
common stock and (iii) certain other purchasers identified on the signature pages thereto (the “August Purchasers”)
pursuant to which such other August Purchasers agreed to purchase an aggregate of 10,124,364 shares of the Company’s common
stock, in each cases of clauses (i), (ii) and (iii), at a price of $1.43 per share, which was the closing market price for the
Company’s common stock on August 1, 2017 (collectively, the “August Private Placement”). The issuance
of such shares of common stock pursuant to the Subscription Agreement was made in reliance upon an exemption from
registration provided under Section 4(a)(2) of the Securities Act. The August Private Placement closed on August 8, 2017 and resulted
in approximately $28.0 million of gross proceeds and approximately $26.7 million of net proceeds (after deducting the Company’s
estimated expenses).



In
connection with the August Private Placement, the Company, Fir Tree, Bienville Argentina Fund, and the August Purchasers entered
into a new Registration Rights Agreement as of August 2, 2017 that became effective upon the closing of the August Private Placement
(the “PIPE Registration Rights Agreement”). Under the PIPE Registration Rights Agreement, the Company agreed to (i)
use its reasonable best efforts to file a Registration Statement (“Shelf Registration Statement” as defined in the
PIPE Registration Rights Agreement) with the Commission no later than sixty (60) days following the closing date of the August
Private Placement, to be effective no later than one hundred twenty (120) days following such closing date. In addition, the PIPE
Registration Rights Agreement provides holders of Registrable Securities (as defined in the PIPE Registration Rights Agreement)
piggyback registration rights, subject to certain underwriter cutbacks and issuer blackout periods. The Company agreed to pay
all fees and expenses relating to the registration and disposition of the Registrable Securities in compliance with the Company’s
obligations under the PIPE Registration Rights Agreement.



In
connection with the August Private Placement, the prior Restated Registration Rights Agreement, dated as of March 3, 2017 (the
“Existing Registration Rights Agreement”), among the Company, Fir Tree, Bienville and the other parties thereto, was
amended so as to include definitions related to the August Private Placement, to clarify certain clauses set forth in the Existing
Registration Rights Agreement with respect to the Shelf Registration Statement as defined in the PIPE Registration Rights Agreement,
and to clarify certain aspects of the relationship between the Company’s obligations under the Existing Registration Rights
Agreement and the Company’s obligations under the PIPE Registration Rights Agreement.



Transactions
with Our Directors, Executive Officers and Affiliates



On
November 30, 2016, the Company entered into the Loan Agreement with Bienville Argentina Fund, a large stockholder, and an individual.
A portion of the $2 million proceeds from the Loan Agreement was used to pay the remaining amount payable (approximately $1 million)
by the Company under an equipment purchase agreement dated October 10, 2014, as amended, with Gordon Brothers Commercial &
Industrial, LLC for the purchase of certain TPUs. Bienville held $750,000 of the $2 million loan. The indebtedness created under
the Loan Agreement, including approximately $24,548 of interest at 14% per annum, was repaid on March 6, 2017 with a portion of
the proceeds of the credit facility extended by Fir Tree under the Amended and Restated Convertible Note Facility Agreement.



Director
Independence



The
members of the Audit Committee, namely Messrs. Krummel, Reynolds and Bruheim, the members of the Nominating and Governance Committee,
namely Messrs. Bruheim and Teno, and the three members of the Compensation Committee, namely Messrs., Krummel, Reynolds and Teno,
have been determined to be independent under the applicable NASDAQ Stock Market Rules and rules of the SEC. In addition, Messrs.
Stewart and Snyder were each determined to be independent by the Board in March 2018, and former Directors Messrs. Al-Sati, Chan,
Colvin, Narea, Proman and Stoltz were each determined to be independent prior to their departure. For a discussion of independence
standards applicable to our Board and factors considered by our Board in making its independence determinations, please refer
to “Committees of the Board of Directors” included under Part III, Item 10 of this Form 10-K.



16







Item
14. Principal Accounting Fees and Services



The
following table presents fees for professional audit services performed by Whitley Penn LLP for the audit of our annual financial
statements for the fiscal year ended December 31, 2017 and 2016.



|                   |  | 2017 |         |  | 2016 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees(1)      |  | $    | 170,000 |  |      | $
|Audit-Related Fees |  |      | —       |  |      |  
|Tax Fees           |  |      | 13,787  |  |      |  
|All Other Fees     |  |      | —       |  |      |  
|Total Fees         |  | $    | 183,787 |  |      | $



|(1) | Audit
    fees include professional services rendered for (i) the audit of our annual financial statements for the fiscal years ended
    December 31, 2017 and 2016, and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q
    for such years and (iii) the reviews of the S-1 filed during 2017.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pre-Approval
Policies



It
is the policy of our Board that all services to be provided by our independent registered public accounting firm, including audit
services and permitted audit-related and non-audit services, must be pre-approved by the Audit Committee. The Audit Committee
pre-approved all services, audit and non-audit, provided to us by Whitley Penn LLP for 2016 and 2017.



PART
IV.



Item
15. Exhibits



|(a) | Exhibits.
                                                         
        The
        exhibits listed in the Exhibit Index in Part IV, Item 15. “Exhibits, Financial Statement Schedules” of the
        Original Form 10-K were filed or incorporated by reference as part of the Original Form 10-K and the exhibits listed in
        the Exhibit Index below are filed as part of this Amendment No. 1 on Form 10-K/A.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|Exhibit
    Number |  | Description                                                   
|------------------ |  | --------------------------------------------------------------
|                   |  |                                                               
|31.1*              |  | Rule 13(a)-14(a) Certification of the Chief Executive Officer.
|                   |  |                                                               
|31.2*              |  | Rule 13(a)-14(a) Certification of the Chief Financial Officer.





|* | Filed herewith.
|- | ---------------





17







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|Date:
    May 18, 2018 | ECO-STIM
    ENERGY SOLUTIONS, INC.
|---------------------- | -----------------------------------
|                       |                                    
|                       | By:                                
|                       |                                    
|                       |                                    



18