EXHIBIT 10.03



 





Exhibit 10.03


 


THIRD OMNIBUS WAIVER AND MODIFICATION
AGREEMENT


 


 


The terms of the Second
Omnibus Waiver and Modification Agreement (“Second Omnibus Waiver”) are hereby incorporated by reference to
this Third Omnibus Waiver and Modification Agreement (“Third Omnibus Waiver”) except for the following:


 


1.     The completion date of the Reverse
Merger as described in Section 12 of the Second Omnibus Waiver is hereby extended to April 19, 2013 except such date may be extended
by Scot Cohen to April 26, 2013.


 


2.     Upon
the conversion and or exercise by Subscribers of the securities of Petro River Oil Corp. pursuant to the terms of the Second
Omnibus Waiver (collectively, such securities “Restricted Securities”), each Subscriber hereby agrees that
during the initial ninety (90) days following the closing of the Reverse Merger (the “Restriction
Period”), Subscriber will not sell, transfer or otherwise dispose of any of its Restricted Securities which
Subscriber owns or has a right to acquire as of the date of the closing of the Reverse Merger or during the Restriction
Period, other than in connection with an offer made to all stockholders of the Company in connection with merger,
consolidation or similar transaction involving the Company or as permitted pursuant to the terms of this Third Omnibus
Waiver. Thereafter, for an additional ninety (90) day period, Subscriber will not sell or transfer during each thirty (30)
days on a cumulative basis more than 10% of any securities owned by such Subscriber. Subscriber further agrees that the
Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of any
Restricted securities in violation of this Third Omnibus Waiver.


 


3.     Notwithstanding the foregoing, each
Subscriber may transfer, sell or otherwise dispose of any Restricted Securities: (1) to any member of the immediate family of such
Subscriber; (2) to any trust for the direct or indirect benefit of such Subscriber or any one or more members of the immediate
family of such Subscriber; (3) to any corporation, partnership, limited liability company or other entity all of the beneficial
ownership interests of which are held by such Subscriber or one or more immediate family members of such Subscriber; (4) by will,
other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of such Subscriber, or (5) to the Company; provided that, prior to completing any transfer described in clauses (1) through
(5), the proposed transferee shall execute and deliver to the Company an agreement reasonably satisfactory to the Company pursuant
to which such transferee will agree to receive and hold such Restricted Securities, subject to the provisions of this Third Omnibus
Waiver. The foregoing restriction will apply only to the Restricted Securities and not to any other securities of the Company.


 


4.     This
Third Omnibus Waiver shall be effective upon execution by a majority in interest of each of the Series B Preferred
Subscribers, the Debenture Holders, the Secured Note Holders, the December Note Holders and all Series A Warrant holders
(collectively, “Subscribers”).


 


[Signatures to Follow]


 




    	 



    	 



    


  


IN WITNESS WHEREOF, the
parties hereby execute this Third Omnibus Waiver as of the date first written above.


 


PETRO RIVER OIL
CORP., (the “Company”), by ______________________, its ____________, acknowledges the foregoing Third
Omnibus Waiver, consents to each of the foregoing, waives and consents to all actions and modifications contained herein and
agrees and undertakes to facilitate the consummation of the transaction. Additionally, the Company agrees to provide a
certificate that the signatures representing each Series A Warrant holder and a Majority in Interest of each of the Series B
Preferred Subscribers, the Debenture Holders, the Secured Note Holders and the December Note Holders was obtained.


 


PETRO RIVER OIL CORP.


 


	 	 
	By:	Jeffrey Freedman	 
	Its:	Interim Chief Executive Officer and 	 
	 	Chief Financial Officer	 


 


[Subscribers Signature Pages Follows]


 




    	 



    	 



    


  


IN WITNESS WHEREOF, the parties hereby execute
this Third Omnibus Waiver as of the date first written above.


 


Series AWarrantholders Signature Page


 


	 	 	 
	Iroquois Capital Opportunity Fund, LP	 	Iroquois Master Fund Ltd.
	 	 	 
	Scot Cohen	 	American Capital Management LLC 
	 	 	 
	Hewlett Fund	 	TheMerav Abbe Irrevocable Trust 
	 	 	 
	South Ferry Building Company LP	 	Empire Group, Ltd.
	 	 	 
	El Equities, LLC	 	Scot Jason Cohen Foundation 
	 	 	 
	Romano, Ltd.	 	Ari Goldman 
	 	 	 
	ArianaLipman	 	Martin Goldman
	 	 	 
	Aaron Wolfson	 	 


 




    	 



    	 



    


 





IN WITNESS WHEREOF, the parties hereby execute
this Third Omnibus Waiver as of the date first written above.


 


Series B Preferred Subscribers Signature
Page


 


	 	 	 
	South Ferry Building Company, LP	 	Jeffrey Freedman
	 	 	 
	Aaron Wolfson	 	ArianaLipman
	 	 	 
	Hewlett Fund	 	Empire Group, Ltd.
	 	 	 
	BXRI Holdings, Inc.	 	El Equities, LLC
	 	 	 
	Walt & Co. Inc.	 	Scot Jason Cohen Foundation
	 	 	 
	Eli Levitin	 	Ari Goldman
	 	 	 
	John Shulman	 	Martin Goldman
	 	 	 
	Romano, Ltd.	 	Morris Wolfson


 




    	 



    	 



    


 





IN WITNESS WHEREOF, the parties hereby execute
this Third Omnibus Waiver as of the date first written above.


 


Debenture Holders Signature Page


 


	 	 	 
	Iroquois Capital Opportunity Fund, LP	 	American Capital Management LLC
	 	 	 
	Fortis Oil & Gas America, LLC	 	Empire Group, Ltd.
	 	 	 
	Hewlett Fund	 	Jeffrey Berman
	 	 	 
	South Ferry Building Company LP	 	El Equities, LLC 
	 	 	 
	Romano, Ltd.	 	Ari Goldman 
	 	 	 
	ArianaLipman	 	Martin Goldman 
	 	 	 
	Aaron Wolfson	 	Scot Jason Cohen Foundation 
	 	 	 
	Iroquois Master Fund Ltd.	 	 


 




    	 



    	 



    





 


IN WITNESS WHEREOF, the parties hereby execute
this Third Omnibus Waiver as of the date first written above.


 


Secured Note Holders Signature Page


 


 


	 	 	 
	Iroquois Capital Opportunity Fund, LP	 	El Equities, LLC 
	 	 	 
	South Ferry Building Company LP	 	Iroquois Master Fund Ltd.
	 	 	 
	Helene Stark	 	Abraham Wolfson
	 	 	 
	Aaron Wolfson	 	Ari Storch
	 	 	 
	Hewlett Fund	 	Empire Group, Ltd.



 



    	 



    	 



    





 


IN WITNESS WHEREOF, the parties hereby execute
this Third Omnibus Waiver as of the date first written above.


 


December Note Holders Signature Page


 


	 	 	 
	Alpha Capital Anstalt	 	Kerry Propper
	 	 	 
	South Ferry Building Company LP	 	Associated Lakewood, LLC 
	 	 	 
	Helene Stark	 	American Capital Management LLC 
	 	 	 
	BRX 1 Holdings Inc.	 	Cranshire Capital LP 
	 	 	 
	Lilac Ventures Master Fund Ltd.	 	Helios Energy Offshore Master Fund, LP
	 	 	 
	El Equities LLC 	 	Royotor& Co, In Trust for Last Waltz LP
	 	 	 
	Colman Abbe 	 	Iroquois Master Fund Ltd.
	 	 	 
	Robert B. Stewart, Jr.	 	CJF Investments
	Separate Property Trust U/A/D 11/10/08 	 	 
	 	 	 
	Abraham Wolfson	 	Aaron Wolfson
	 	 	 
	Momona Capital LLC 	 	JD Advisors, LLC