Petrogress Inc. (PGAS)

[Badfoot]

8k:ARTICLE VII CLOSING;

7.1 Actions at Closing. The closing of this Agreement shall be held at the offices of ETHG at any mutually agreeable time and date prior to March 7th 2016, unless extended by mutual agreement (the “Closing” or “Closing Date”). At the Closing:



(a) PETRO or Triaos shall deliver to ETHG (i) copies of Exhibit A executed by all of the PETRO Security Holders, (ii) Schedule 1.1 representing all of the outstanding PETRO Shares duly endorsed to ETHG, (iii) the officer’s certificate described in Section 5.4, and (iv) signed minutes or unanimous consent of its directors approving this Agreement; and



(b) ETHG shall deliver to the PETRO Security Holders (i) certificates representing the ETHG Shares of ETHG’s common stock and preferred stock pursuant to the computations set forth in Schedule 1.1 hereto, (ii) the officer’s certificate described in Section 6.5, (iii) signed minutes of its Board of Directors approving this Agreement, (iv) the executed Sales Agreement described in Section 6.8, (vi).



(c) ETHG will have, (i) no more than 24,000,000 shares of ETHG issued and outstanding, and (ii) Other than the convertible promissory notes on schedule 3.2, no liabilities to third parties, employees, creditors, etc.