Exhibit 10.1


 





HIGHSCORE CAPITAL LLC


6 Stone Street


New York, New York 10004


 


August 15, 2019


 


by email: jcosman@attisind.com


Attis Ethanol Fulton, LLC


12540 Broadwell Road


Suite 2104


Milton, Georgia 30004


Attn.: Jeffrey S. Cosman, Manager


 


RE: Forbearance and Modification


 


Gentlemen:


 


Reference is made to the Loan and Security
Agreement dated as of May 31, 2019 among Attis Ethanol Fulton, LLC, Attis Biofuels, LLC, Attis Industries, Inc., Jeffrey S. Cosman
and Highscore Capital LLC (the “Agreement”). Capitalized terms, not otherwise defined herein, are used herein
as defined in the Agreement.


 


Events of Default may have occurred and/or
may be continuing in connection with Borrower’s obligation to make certain required payments to Lender. As a result of an
Event of Default occurring, Lender would have the unconditional presently exercisable right to pursue any and all remedies available
under the Agreement and applicable Law. Among other things, the Agreement provides for an increase of $1,500,000.00 in the principal
amount of the Loan required to be paid by Borrower (the “Principal Adjustment”). However, as a one-time accommodation
for the benefit of Borrower, Lender has agreed to modify the previously applicable Loan payment schedule and, subject to certain
conditions, to forbear from exercising its rights and remedies with respect to the specified Events of Default until August 31,
2019, all as more fully set forth (the “Modification”).


 


In connection with the Modification, at any
time following the date on which the Parent has filed with the Securities Exchange Commission its Quarterly Report on Form 10-Q
for the period ended June 30, 2019, Lender may elect, in its sole and absolute discretion, to require payment of the Principal
Adjustment in cash (as originally provided in the Agreement) or to accept, in lieu of cash payment, a number of shares of Parent’s
common stock (the “Adjustment Shares”) equal to the quotient obtained by dividing $1,500,000.00 by $1.75.; provided
that if Borrower intends to pay the Loan in full prior to the Maturity Date and Lender would be permitted to elect to receive the
Adjustment Shares as set forth above, Borrower shall give written notice to Lender of the proposed date of prepayment at least
ten (10) Business Days prior thereto, and Lender shall give written notice to Borrower of its election to receive cash or Adjustment
Shares at least five (5) Business Days prior to such date of prepayment; provided further that, if Borrower fails so to
prepay the Loan on such date, Lender’s election shall be rescinded and Lender may again elect to receive cash payment of
the Purchase Adjustment or the Adjustment Shares prior to the subsequent payment in full of the Loan.


 






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If Lender so elects to accept the Adjustment
Shares, Parent shall issue the Adjustment Shares to Lender (registered in Lender’s name or in the name of Lender’s
nominee, as set forth in Lender’s notice) within two (2) Business Days of the receipt of Lender’s notice, and such
shares, when issued, shall be duly authorized and validly issued, fully paid and non-assessible, and free and clear of any Lien
or adverse claim or right of any third party (other than on account of a Contractual Obligation of Lender).


 


In addition, in consideration of Lender’s
agreement to the Modification, Borrower shall pay to Lender weekly an extension fee in the amount of $25,000.00 per week until
such date as all amounts payable under the Agreement, subject to the Modification, due prior to or on such date are fully paid.


 


Borrower and each other Loan Party, jointly
and severally, represent and warrant that each Loan Party has had the opportunity to review this letter agreement with counsel
of its own choice and to confer with such counsel with respect to the Modification, and that the Modification, including the issuance
of the Adjustment Shares, if applicable, does not, and the performance by the Loan Parties of their respective obligations with
respect thereto, will not, violate any Law or any provision of any Loan Party’s Organizational Documents, and do not and
will not conflict with or result in any breach of any condition or provision of, or constitute a default under, or create or give
rise to any adverse right of termination or cancellation by, or excuse the performance of, any other Person under, any Contractual
Obligation to which any Loan Party is a party or to which its assets are subject, or result in the creation or imposition of any
Lien upon any of the assets of any Loan Party or have a Material Adverse Effect.


 


Lender is not hereby waiving any Event of Default
or right or remedy Lender may have under the Agreement (and the related emails) or applicable Law and, except as set forth herein,
is not amending or modifying the Agreement (or the related emails).


 





Borrower and each of the other Loan Parties
shall execute and deliver such additional agreements, instruments and other documents, and take such other actions, as Lender may
request to effect the issuance of the Adjustment Shares, if applicable, and the other transactions related to the Modification.


 






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Kindly confirm your acceptance of, and
agreement with, the foregoing by executing this letter agreement where indicated below and returning it to the undersigned.


 








	 	Very truly yours,
	 	 
	 	HIGHSCORE CAPITAL LLC
	 	 
	 	By: 	/s/ Moshe Mintz
	 	 	Moshe Mintz, Managing Member
	 	 	 






 


	ACCEPTED AND AGREED:	 
	 	 
	ATTIS ETHANOL FULTON, LLC	 
	 	 
	By:	/s/ Jeffrey S. Cosman	 
	 	Jeffrey S. Cosman, Manager	 









 





	ACKNOWLEDGMENT OF GUARANTORS:	 
	 	 
	ATTIS INDUSTRIES, INC.	 
		 
	By:	/s/ Jeffrey S. Cosman	 
	 	Jeffrey S. Cosman, CEO




	 






 


	ATTIS BIOFUELS, LLC	 
	 	 
	By:	/s/ Jeffrey S. Cosman	 
	 	Jeffrey S. Cosman, Manager	 



 





	          /s/ Jeffrey S. Cosman	 
	          Jeffrey S. Cosman	 
	 	 
	cc (by email):	Attis Industries, Inc.	 
	 	jcosman@attisind.com	 
	 	 	 
	 	Attis Biofuels, LLC	 
	 	jcosman@attisind.com	 
	 	 	 
	 	Jeffrey S. Cosman	 
	 	jcosman@attisind.com	 
	 	 	 
	 	rick@rdregerlaw.com	 
	 	Richard J. Dreger, Attorney
at Law, P.C.	 
	 	2101 Macy Drive	 
	 	Roswell, Georgia 30076	 
	 	Attn.: Richard J. Dreger,
Esq.	 
	 	 	 
	 	mbensinger@mcgrailbensinger.com	 
	 	McGrail & Bensinger LLP	 
	 	888-C 8th Avenue
#107	 
	 	New York, New York 10019	 
	 	Menachem M. Bensinger, Esq.	 






 






























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