Exhibit
10.70


 


November
23, 2019


 


Hudson
Bay Master Fund, LP


C/O
George Antonopoulos


777
Third Avenue


30th
Floor


New
York, NY 10017


gantonopoulos@hudsonbaycapital.com


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Exchange Agreement (the “Agreement’), and the Side-Letter Agreement, both dated as
of May 23, 2019, (the “Letter”), by and among Infinity Energy Resources, Inc. (the “Company”),
and Hudson Bay Master Fund Ltd. (“Hudson Bay”). Capitalized terms not otherwise defined herein shall have the
meanings set forth in each of the Settlement Agreement.


 


Pursuant
to the Letter the parties both agreed as to the following:


 


	 	●	The
    Letter provides that on November 23, 2019, the Company will, if required under the Side-letter Agreement, “issue additional
    shares of common stock to the Investor based on an increase in the fully-diluted shares outstanding (as defined below) of
    the Company from the date of the Side-Letter Agreement’s execution to November 23, 2019, its six-month anniversary,
    (the “True-Up Shares”).” The issuance of the True-Up Shares, if any, shall provide the Holder (as defined
    in the Letter) with rights to acquire additional shares to be calculated according to the following formula:


 


A-B=
Aggregate Number of Rights Shares


A
= 9.99% of shares of Common Stock outstanding on the Six-Month Anniversary


(calculated
based on the Number of Fully-Diluted Shares Outstanding (as defined below))


B
= The shares of Common Stock Issued to the Purchaser contemporaneously


with
the Agreement


 


	 	●	For
    the purposes of this Side-Letter Agreement, “Number of Fully-Diluted Shares Outstanding” means, as of any time
    of determination, the sum of (i) the aggregate number of issued and outstanding shares of common stock as of such time of
    determination, (ii) the aggregate maximum number of shares of common stock issuable on an as-converted and as-exchanged basis,
    as applicable (excluding any exercise of warrants to purchase Common Stock and all Rights issued pursuant to the Agreement),
    pursuant to all capital stock and all other securities of the Company or any of its Subsidiaries (excluding any warrants to
    purchase common stock and all rights to acquire common shares issued pursuant to the Side-Letter Agreement) outstanding as
    of such time of determination (or issuable pursuant to agreements in effect as of such time).
	 	 	 
	 	●	Notwithstanding
    the foregoing, if any warrants to purchase common stock are outstanding (or issuable upon conversion or exchange of securities
    outstanding) as of the six-month anniversary of the Side-Letter Agreement (each, an “Outstanding Warrant”), on
    such six-month anniversary the Company shall issue the Investor an additional right to acquire a warrant (the “New Warrant”)
    exercisable into 9.99% of the shares of common stock issuable upon exercise of all Outstanding Warrants as of the six-month
    anniversary (the “New Warrant Shares”). The New Warrant Shares shall be of like tenor to the Outstanding Warrants.


 




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Calculation
of True-Up Shares


 


Following
is an analysis to determine Hudson Bay’s right to acquire additional common shares and common share equivalents:


 


	11,743,385	 	Actual
    Number of Common shares outstanding on November 23, 2019
	X    9.99%	 	Hudson
    Bay’s percentage participation right 
	 	 	 
	1,173,164	 	Maximum
    number of common shares issuable to Hudson Bay
	 	 	 
	(605,816)	 	Less
    shares already issued to Hudson Bay
	 	 	 
	567,348	 	Maximum
    number of common shares issuable to Hudson Bay pursuant to the terms of the Side-letter Agreement


 


Following
is an analysis to determine Hudson Bay’s right to acquire additional common shares based on the following outstanding warrants
to purchase common shares:


 


	Maximum
    Number of warrants at 9.99%	 	Exercise
    Price	 	Expiration
    date
	4,950	 	$0.50	 	June
    4, 2026
	56,430	 	$0.50	 	June
    19, 2026
	 	 	 	 	 
	61,380	 	Total warrants issuable to Hudson Bay


 


Therefore,
we will issue one new warrant agreement providing Hudson Bay with the right to acquire up to 61,380 shares of common stock at
$0.50 per share and a termination date of June 19, 2026.


 


●
The Company also has 332,000 stock options outstanding in the hands of Officers and Board Members with a weighted average exercise
price of $41,86 per share and the weighted average contractual term is 28 months. We have excluded these stock options from the
common share equivalents calculation since they are substantially out-of-the money and Hudson Bay would not be a qualified holder
under the Plans


 


Kindly
confirm your agreement with the above calculations by signing in the space indicated below. In addition, please indicate how and
when you would like these common shares and common stock purchase warrants to be issued.


 


[Signature
page follows]


 




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	 	 	Very
    truly yours,
	 	 	 
	 	 	INFINITY
    ENERGY RESOURCES, INC.
	 	 	 
	 	 	/s/
    Stanton E. Ross
	 	 	Stanton
    E. Ross
	 	 	 
	Agreed
    and Accepted:	 
	 	 
	hudson
    bay master fund ltd.	 
	 	 	 
	BY:
    	/s/
    George Antonopoulis	 
	Name:	George
    Antonopoulis	 
	Title:	Authorized
    Signatory	 


 








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