Exhibit 10.24


 





SECOND
AMENDMENT to Convertible Promissory Note


 


 


THIS SECOND AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE, dated as of May 15, 2013 (this “Amendment”) to the 5% Convertible Promissory Note
referred to below is entered into by and between Green River Resources, Inc., a Utah corporation, (the “Company”)
and Hidden Peak Partners LC (“HPP”).


 


WHEREAS, the Company issued
the 5% Convertible Promissory Note dated January 24, 2012, in the principal amount of US$1,446,551 to Bleeding Rock, LLC, which
assigned such note to HPP on or about January 31, 2012 (the “Original Note”); and


 


WHEREAS, the Original Note
was amended by an Amendment to Convertible Promissory Note, dated as of August 9, 2012 (together, the Original Note as so amended
is hereinafter referred to as the “Note”); and


 


WHEREAS, the parties hereto
wish to further amend the Note as set forth below.


 


NOW THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree
as follows:


 


SECTION 1.Definitions.
Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Amendment which are used but
not otherwise defined herein shall have the same meanings herein as set forth in the Note.


 


SECTION 2.Amendment to Section 1 (Payment
and Interest). Section 1 of the Note is amended to read as follows:


 


This Note shall be due and payable
(the “Maturity Date”) at the earlier of April 30, 2014 or the date that the Company raises not less than $10 million
of gross proceeds (whether from debt, equity, a combination of debt and equity, or through a single financing or series of financings).
The Maker shall pay to the Note Holder interest on the principal amount of this Note at the rate of five percent (5%) per annum
from the date of this Note through December 31, 2012. Thereafter, interest shall cease to accrue. The principle amount of this
Note, together with accrued interest, shall be due and payable on the Maturity Date.


 


SECTION 3.Amendment
to Section 2. The following language shall be added to Section 2, after the first paragraph:


 


If this Note is not converted
by Holder prior to the Maturity Date as provided above, Maker shall have the right to convert it at the Maturity Date. Such conversion
shall be effected at the rate of one Share for each $0.50 of principal amount plus accrued and unpaid interest of this Note, all
subject to such adjustment in such conversion price, if any, as may be required by the provisions of this Note. No fractions of
Shares will be issued on such conversion, but instead of any fractional interest, the Maker will pay cash adjustments as provided
herein. At the time of conversion, at the election of the Holder, the Maker will pay to Holder an amount in cash equal to the amount
the Holder owes in taxes in connection with the receipt of Shares upon conversion in payment of this Note as provided above. This
cash payment will be made at the same time the principal and accrued interest is converted hereunder. There will be a dollar for
dollar reduction in shares issued in connection with payments by the Maker for such taxes.




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SECTION 4.Amendment to Section 5.
The following language shall be added to Section 5:


 


c.This Note shall have been converted
in accordance with Section 2 above.


 


SECTION 5.General Provisions.


 


(a)Except as amended
hereby, the Note shall continue to be, and shall remain, in full force and effect. This Amendment shall not, except as otherwise
provided herein, be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition
of the Note or (ii) to prejudice any right or rights which the parties may now have or may have in the future under or in connection
with the Note, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


(b)The terms of the Note
are incorporated herein by reference and shall form a part of this Amendment as if set forth herein in their entirety.


 


 


SIGNATURE PAGE FOLLOWS




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IN WITNESS WHEREOF, each
of the parties hereto has caused this Amendment to be executed by its officer thereunto duly authorized, as of the respective dates
set forth below.


 


	 	Green River Resources, Inc.
	 	 
	 	 
	 	 
	 	By /s/ William C. Gibbs
	 	      William C. Gibbs, President
	 	 
	 	 
	 	Hidden Peak Partners LC
	 	 
	 	 
	 	 
	 	By /s/ William C. Gibbs
	 	      William C. Gibbs, Manager


 


 


 


Authorized and agreed to:


 


American Sands Energy Corp.


 


 


By /s/ Andrew F. Rosenfeld


Andrew F. Rosenfeld, President