Exhibit 10.13


 


XG SCIENCES, INC.


SECOND AMENDMENT TO SHAREHOLDER AGREEMENT


 


This
SECOND Amendment to Shareholder Agreement (“Amendment”) is made and entered into effective as
set forth herein by and among XG Sciences, Inc., a Michigan corporation (the “Company”), and each current
individual and entity shareholder of the Company (collectively, the “Shareholders”).


 


Recitals


 


Whereas,
the Company and certain Shareholders entered into a shareholder agreement dated March 18, 2013, and the Company’s remaining
Shareholders, except for those Shareholders solely owning Excluded Stock (as defined in the First Amendment), adopted the Shareholder
Agreement by executing adoption agreements;


 


Whereas,
the Company and certain Shareholders entered a first amendment to the shareholder agreement on February 24, 2016 (the “First
Amendment”, and the shareholders agreement as amended, the “Shareholders Agreement”), which,
among other things, carved out from the Shareholders Agreement any shares of Common Stock which were purchased by pursuant to an
effective registration statement that had been declared effective under the Securities Act of 1933, as amended.


 


Whereas,
Section 13.3 of the Shareholder Agreement provides, among other things, that the Shareholder Agreement may be amended with
the written consent of: (i) a majority of the Company’s board of directors, and (ii) persons holding, in the aggregate, shares
of Shareholder Stock representing at least sixty percent (60%) of the voting power of all shares of Shareholder Stock then held
by Shareholders and their permitted assignees; provided that certain provisions of the Shareholder Agreement may not be amended
without the consent of certain Shareholders subject to certain minimum ownership requirements (collectively, the “Amendment
Conditions”);


 


Whereas,
Section 13.3 of the Shareholder Agreement further provides that any amendment effected in accordance with the Amendment
Conditions is binding on all Shareholders, including Shareholders who do not consent to the amendment; and


 


Whereas,
the Company with the written consent of its board of directors and the Shareholders who execute this Amendment desire to amend
the Shareholder Agreement in accordance with the terms of this Amendment effective upon the first date on which the Amendment Conditions
are satisfied.


 


Amendment


 


1.           Section
13.6(a) is amended to delete the existing text in its entirety and replace it with the following text:


 


(a)            This
section intentionally left blank.


 




    	 		 



     


    

 


2.            This
Amendment will amend the Shareholder Agreement in accordance with Section 13.3 of the Shareholder Agreement effective upon the
first date on which the Amendment Conditions are satisfied (the “Effective Date”). The Shareholder Agreement
will remain in effect until the Effective Date, upon which this Amendment will become effective to amend the Shareholder Agreement.


 


3.           All
other terms and provisions of the Shareholder Agreement remain in full force and effect.


 


[Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto make and execute this Amendment effective upon the Effective Date.


 


	COMPANY AND ITS BOARD OF DIRECTORS:	 
	 	 
	XG SCIENCES, INC.	 
	 	                    	 
	By:	 	 
	 	Philip L. Rose, as President and on behalf of the Board of Directors
	 	 
	Date: ____________________ _____, 2016	 


 


SHAREHOLDERS:


 


	ASC-XGS, LLC	 	Aspen Advanced Opportunity Fund, LP
	 	                     	 	 	                     
	Signature:	 	 	Signature:	 
	Print Name:	 	 	Print Name:	 
	Title:	 	 	Title:	 
	 	 	 
	Date: ___________________ ______, 2018	 	Date: ____________________ ______, 2018
	 	 	 
	XGS II, LLC	 	SVIC No. 15 New Technology Business Investment, L.L.P.
	 	 	 	 	 
	Signature:	 	 	Signature:	 
	Print Name:	 	 	Print Name:	 
	Title:	 	 	Title:	 
	 	 	 
	Date: ____________________ ______, 2018	 	Date: ____________________ ______, 2018
	 	 	 
	Arnold A. Allemang Rev Trust, UAD 7/28/94	 	William Robison
	 	 	 	 	 
	Signature:	 	 	Signature:	 
	Print Name:	 	 	Print Name:	 
	Title:	 	 	Title:	 
	 	 	 
	Date: ____________________ ______, 2018	 	Date: ____________________ ______, 2018


 


[Signature Page to First Amendment to Shareholder Agreement]


 




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