Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.  


 


 


AMENDED AND
RESTATED PROMISSORY NOTE


 


	Principal Amount:  Up to $275,000	
         Dated as of February
        29, 2016

        New York, New York



                                                                                  


KLR
Energy Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay
to the order of KLR Energy Sponsor, LLC or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of up to Two Hundred and Seventy Five Thousand Dollars ($275,000) in lawful
money of the United States of America, on the terms and conditions described below.  All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the
Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.            Principal. The
principal balance of this Note shall be payable by the Maker upon the consummation of the Maker’s initial business combination
as such term is used in Maker’s Registration Statement on Form S-1, as amended (333-209041) (the “Registration Statement”).
The principal balance may not be prepaid without the Payee’s prior written consent. Under no circumstances shall any individual,
including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations
or liabilities of the Maker hereunder.


 


2.            Interest. No
interest shall accrue on the unpaid principal balance of this Note.


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request up to Two Hundred and Seventy Five Thousand Dollars ($275,000) for costs
reasonably related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from
time to time prior to the consummation of the Maker’s initial business combination as such term is used in the Registration
Statement, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must
state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker
and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided,
however, that the maximum amount of drawdowns collectively under this Note is Two Hundred and Seventy Five Thousand Dollars ($275,000).
No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection of
any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the
unpaid principal balance of this Note.


 


4.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


5.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)            Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above.


 


(b)           Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 






     


     


    




 


(c)           Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


  


6.            Remedies.


 


(a)           Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 


 


(b)           Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


7.            Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.            Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.          Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.          Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 






     


     


    




12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which
the proceeds of the initial public offering (the “IPO”) to be conducted by the Maker (including the deferred
underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur
prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus
to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


14.          Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


 


15.          Conversion.


 


(a)          At
the Payee’s option, at such time as this Note is due and payable, the Payee may elect to convert all or any portion of this
Note into that number of warrants (the “Conversion Warrants”) equal to: (i) the portion of the principal
amount of the Note being converted pursuant to this Section 15, divided by (ii) $0.75, rounded up to the nearest whole number.
Each Conversion Warrant shall have the same terms and conditions as the warrants issued by the Maker pursuant to a private placement
with KLR Energy Sponsor LLC, as described in the Registration Statement. The Conversion Warrants, the shares of common stock underlying
the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization
(the “Warrant Shares”), shall be entitled to the registration rights set forth in Section 16 hereof.


 


(b)          Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly
endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall
promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such
conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion Warrants,
which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the
Payee and applicable state and federal securities laws.


 


(c)          The
Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes
resulting from any transfer requested by the Payee in connection with any such conversion.


 


(d)          The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


16.          Registration
Rights.


 


(a)          Reference
is made to that certain Registration Rights Agreement to be entered into in connection with the Maker’s initial public offering,
between Maker, Payee and the other parties thereto (the “Registration Rights Agreement”). All capitalized terms
used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement.


 


(b)          The
holders (“Holders”) of the Conversion Warrants (or the Warrant Shares) shall be entitled to the registration
rights as set forth in the Registration Rights Agreement. 


 


[Signature page
follows]


 






     


     


    

 


IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	KLR ENERGY ACQUISITION CORP.	 
	 	 	 	 
	 	By:	 /s/ Edward Kovalik	 
	 	 	Name: Edward Kovalik	 
	 	 	Title: President