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FIRST AMENDMENT TO LETTER OF INTENT ‘THIS FIRST AMENDMENT TO LETTER OF INTENT (this “Amendment”), dated as of March 21, 2019, is entered into by and among Acme Equities LLC (“Aeme”) and Enchant Energy Corporation (“Enchant” or “Buyer”), and City of Farmington, New Mexico, (“Seller”). Each of Acme, Enchant, Buyer and Seller is referred to herein as a “Party” and, collectively, as the “Parties.” WITNESSETH: ‘Acme and Seller are Parties to the Letter of Intent dated as of February 21, 2019 (the “Letter of Intent”); and Acme wishes to assign all its rights and obligations under the Letter of Intent to Enchant, ‘a wholly owned Acme affiliate established by Acme for purposes of the Proposed Transaction, and to be released as a Party to the Letter of Intent, and Seller agrees to such assignment and release. In accordance with Section 11.03 of the Letter of Intent, the Parties wish to amend the Letter of Intent to reflect the Parties’ agreements as set forth in this Amendment. In consideration of the agreements contained herein and the work performed by the Parties in furthering the Proposed Transaction, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1. Certain Definitions. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Letter of Intent. ARTICLE IL AMENDMENTS Section 2.1. Assignment and Consent. Acme wishes to assign all of its rights, interests and obligations under the Letter of Intent to Enchant as Buyer and to be released as a Party to the Letter of Intent, and Seller agrees to the assignment by Acme of its rights, interests and obligations under the Letter of Intent to Enchant and to the release of Acme as a Party to the Letter of Intent. Section 2.2. Amendments to Section 2 of the Letter of Intent. (a) Section 2.01 of the Letter of Intent is hereby amended by deleting the first sentence thereof and inserting the following in its stead: “Subject to Article III, Buyer and Seller agree to negotiate a Proposed Transaction and the terms and conditions of the Transaction Documents on an exclusive basis from the date hereof through and including September 21, 2019 (the “Exclusive Period”).” (6) __ Section 11.05 of the Letter of Intent is hereby amended by adding Buyer's address as follows: Enchant Energy Corporation c/o Acme Equities LLC 745 Fifth Avenue Sixth Floor New York, NY 10151 Telephone: (212) 457-1600 Mobile (917) 691-4971 Email: Iheller@acmeequities.com (©) Appendix A: Indicative, Non-Binding Term Sheet is hereby amended as shown in attached Appendix A. (@) The effective date of this Amendment is March 21, 2019. ARTICLE II MISCELLANEOUS Section 3.1. Amendments and Waivers. This Amendment may be waived, amended, supplemented or modified only by a written instrument duly executed by or on behalf of the Parties. Section 3.2. Governing Law; Venue and Consent to Jurisdiction. Article IX of the Letter of Intent shall apply to this Amendment mutatis mutandis. Section 3.3. Counterparts, This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment, Section 3.4. No Assignment. Neither this Amendment nor any right, interest or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and any attempt to do so will be void. Section 3.5. No Other Changes. Except as expressly amended by this Amendment, the provisions of the Letter of Intent are hereby ratified and confirmed and shall remain in full force and effect in accordance with their respective terms. [Signature pages follow] LH