EXHIBIT 10.51






 


EXHIBIT
10.51


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES
LAWS, OR AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE, TO THE EXTENT APPLICABLE HERETO.


 


PROMISSORY
NOTE


 





	 	 	New
York, New York
	 	$9,550,000	May 7, 2015






 


FOR
VALUE RECEIVED, Hudson Bay Master Fund Ltd (the “Investor”) hereby promises to pay to Infinity Energy Resources,
Inc., a Delaware corporation (the “Company”), on the date set forth below, (i) the principal amount of Nine
Million, Five Hundred and Fifty Thousand Dollars ($9,550,000) and (ii) interest on the unpaid principal balance hereof at the
rate set forth herein (collectively, the “Obligations”). This Promissory Note (this “Note”)
is issued as payment, in part, of the purchase price of that certain Senior Secured Convertible Note of the Company, with an initial
aggregate principal amount of $12,000,000 (as such note may be amended, modified, supplemented, extended, renewed, restated or
replaced from time to time in accordance with the terms thereof, the “Convertible Note”), issued pursuant to
that certain Securities Purchase Agreement, dated as of May 7, 2015, by and among the Company and the investors party thereto
(as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase
Agreement”). Capitalized terms not defined herein shall have the meaning as set forth in the Convertible Note. NEITHER
THIS NOTE NOR ANY INTEREST HEREIN MAY BE PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, WHETHER BY THE COMPANY, OPERATION OF LAW,
COURT ORDER OR OTHERWISE, WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE INVESTOR. ANY SUCH PURPORTED ASSIGNMENT OR TRANSFER
WITHOUT SUCH CONSENT SHALL BE NULL AND VOID.


 


1. Payment
of Principal. The principal amount of this Note (the “Principal”), together with all unpaid interest
accrued thereon and any other Obligations payable hereunder, shall be due and payable in full upon August 8, 2018 (the
“Maturity Date”); provided, that the Maturity Date shall be automatically extended by one (1) calendar day
for each calendar day after May 7, 2018 (the “Scheduled Convertible Note Maturity Date”), if any, that
all, or any part, of the Convertible Note remains outstanding.


 












2.
Payment of Interest. The unpaid Principal balance due hereunder shall bear interest (the “Interest”)
at an annual rate equal to 2.30% (the “Interest Rate”). Subject to Sections 3 and 7 below, Interest shall
be payable and due upon the Maturity Date. All interest shall be computed on the basis of a year of 365 or 366 days, as the
case may be, for the actual number of days (including the first day but excluding the last day) elapsed.


 






    	 



    	 



    

 


3. Prepayment
Prior to the Maturity Date.


 


(a) Optional
Prepayment. The Investor may, at its option at any time and from time to time hereafter, prepay, in whole or in part,
without premium or penalty, the Obligations under this Note (each, an “Optional Prepayment”).


 


(b) Mandatory
Prepayment. Upon any Mandatory Prepayment Event (as defined below), the Investor shall promptly prepay such aggregate
outstanding Principal of this Note equal to the applicable Mandatory Prepayment Amount (as defined below) with respect to
such Mandatory Prepayment Event. (each, a “Mandatory Prepayment”, and together with each Optional
Prepayment, each a “Prepayment”).


 


(c) Mechanics
of Prepayments. All Prepayments hereunder shall be made in cash, by wire transfer, in U.S. dollars and immediately
available funds, in accordance with the wire instructions delivered to the Investor by the Company on or prior to such date
of such Prepayment. At the option of the Company, prepayments may be made directly to the Company or to such other Persons as
the Company may direct in its wire instructions.


 


(d) Cancellation
of Interest upon Prepayment. Notwithstanding anything herein to the contrary, upon any Prepayment prior to the Maturity
Date (including, without limitation, any Mandatory Prepayment), the aggregate cash amount in such Prepayment shall be applied
entirely to and against any outstanding Principal under this Note, and any accrued and unpaid Interest with respect to the
Principal prepaid shall be automatically cancelled as of the date of such prepayment.


 


(d) Definitions.
For the purpose of this Note, the following definitions shall apply:


 


(i)
”Mandatory Prepayment Amount” means, with respect to any given Mandatory Prepayment Event, such amount of
cash as specified in the applicable clause of the definition of “Mandatory Prepayment Event” below (or, as
applicable, in such valid written notice delivered pursuant to such clause).


 


(ii)
”Mandatory Prepayment Event” means, as applicable, (i) with respect to any Restricted Principal of the
Convertible Note designated to be converted in a Conversion Notice, the Company’s receipt of both (A) such Conversion
Notice thereunder executed by the Investor in which all, or any part, of the principal of the Convertible Note to be
converted includes any Restricted Principal and (B) written confirmation by the Investor that the shares of Common Stock
issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) of the Convertible
Note (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by
the Investor, whether pursuant to Section 3(c)(ii) of the Convertible Note or otherwise), or (ii) the Investor’s
receipt of a valid written notice by the Company electing to effect a Mandatory Prepayment hereunder, delivered to the
Investor on a Trading Day at any time on or after the Company receives all Governmental Authorizations (as defined in the
Securities Purchase Agreement) necessary to commence drilling on at least five (5) Properties (as defined in the Securities
Purchase Agreement) reasonably acceptable to the Investor, (each, a “Mandatory Prepayment Notice”, and the
date thereof, a “Mandatory Prepayment Notice Date”); provided, that, with respect to this clause (ii), (x)
no Equity Conditions Failure may exist as of the date of the applicable Mandatory Prepayment, (y) the Company shall have
obtained forbearance agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to each
of the Indebtedness and judgments described on Schedule II attached hereto and (z) the Company may not request any
Mandatory Prepayment to the extent that after giving effect to such Mandatory Prepayment (I) the aggregate cash held by (or
for the benefit of) the Company and/or any of its Subsidiaries (excluding cash held in the Collateral Account) would
be greater than or equal to $4 million or (II) more than $2 million of Prepayments shall have occurred during the sixty (60)
calendar day period ending and including the date of such Mandatory Prepayment.


 




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4.
Defaults.


 


(a)
the Investor shall be deemed in default hereunder upon the occurrence of any of the following (a “Default”):
 


 


(i)
Failure to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or Interest
required to be made hereunder; or


 







(ii)
Bankruptcy, etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for
relief in respect to the Investor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall
be appointed for the Investor or for any substantial part of the Investor’s property, or the winding up or liquidation
of the Investor’s affairs shall have been ordered; or the Investor shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect; or the Investor shall consent to the entry of an
order for such relief in an involuntary case under any such law, or any such involuntary case shall commence, and not be
dismissed within sixty (60) days; or the Investor shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or other similar official for the Investor or for any substantial part
of the Investor’s property, or make any general assignment for the benefit of creditors.


 


(b) Consequence
of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of the Company,
become immediately due and payable. Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii)
above, the entire outstanding Obligations hereunder, shall automatically become immediately due and payable without any
action on the part of the Company. Upon the occurrence of a Default, the Company shall also have all the rights and remedies
of a secured party on default under Article 9 of the Uniform Commercial Code of the State of New York with respect to the
Collateral (as hereinafter defined).


 




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5. Representations
and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the date hereof:
(a) the Investor has the power and authority to execute, deliver and perform all obligations in accordance herewith; (b) the
execution, delivery and performance by the Investor of this Note are within the Investor’s legal powers, and do not
contravene any law or any contractual restriction binding on or affecting the Investor; (c) no authorization or approval or
other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Investor of this Note; (d) this Note constitutes the legal, valid and binding
obligation of the Investor, enforceable against the Investor in accordance with its terms, except to the extent
enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, moratorium and other laws for the protection of
creditors generally and by general equitable principles; and (e) there is no pending or, to the Investor’s knowledge,
threatened action or proceeding affecting the Investor before any governmental agency or arbitrator with respect to the
transactions contemplated by this Note or which may materially adversely affect the property, assets or condition (financial
or otherwise) of the Investor.


 


6. Security.


 


(a) Grant
of Security Interest. As security for the due and prompt payment and performance of all payment obligations under this
Note and any modifications, replacements and extensions hereof (collectively, “Secured Obligations”), the
Investor hereby pledges and grants a security interest to the Company in all of the Investor’s right, title, and
interest in and to $9,550,000, in U.S. dollars and immediately available funds, held by the Investor in the bank account
described on Schedule I attached hereto (the “Collateral”, and such account, the
“Collateral Account”). So long as any Restricted Principal (as defined in the Convertible Note) remains
outstanding under the Convertible Note, the Investor shall keep a cash amount, in U.S. dollars and immediately available
funds, in the Collateral Account equal to the amount of Restricted Principal then outstanding.


 


(b) Change
in Collateral Account. The Investor may, with at least five (5) Trading Days notice to the Company, move the Collateral
to an account of the Investor (the “New Collateral Account”) to a financial institution selected by the
Investor, subject to the consent of the Company, not to be unreasonably withheld, and upon such move, such New Collateral
Account shall be the Collateral Account for all purposes hereunder.


 


7. Offset
Rights.


 


(a) Investor
Optional Offset. Notwithstanding anything herein to the contrary, Investor may, at any time on or after May 28, 2015, at its
option, at its sole discretion, satisfy all, or any part, of any Principal (and related accrued and unpaid Interest hereunder)
in full by the surrender and concurrent cancellation of such portion of the outstanding obligations under the Convertible Note
equal to such portion of Principal being satisfied hereunder (each, an “Investor Optional Offset”). Upon any
Investor Optional Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such Investor
Optional Offset shall be automatically cancelled as of the date of such Investor Optional Offset. Each Investor Optional Offset
shall be effective upon the date the Investor delivers notice to the Company of the Investor’s election to effect such Investor
Optional Offset.


 








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(b) Redemption
Offset. Notwithstanding anything herein to the contrary, at the option of the Company, the Company may reduce the
Principal by any cash amount then due and payable by the Company to the Investor under the Convertible Note (after which such
cash amount shall be deemed to have been paid in full under the Convertible Note) (a “Redemption Offset”).
Upon any Redemption Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such
Redemption Offset shall be automatically cancelled as of the date of such Redemption Offset. Each Redemption Offset shall be
effective upon the date the Company delivers notice to the Investor of the Company’s election to effect such Redemption
Offset.


 


(c) Event
of Default Offset. Notwithstanding anything herein to the contrary, Investor may, at any time on or after the occurrence
of any Event of Default under the Convertible Note, but prior to the date of cure thereof, at its sole discretion, satisfy
all, or any part, of any Principal (and related accrued and unpaid Interest hereunder) in full by the surrender and
concurrent cancellation of such portion of the outstanding obligations under the Convertible Note equal to such portion of
Principal being satisfied hereunder (each, an “Event of Default Offset”). Upon any Event of Default
Offset, any accrued and unpaid Interest with respect to such portion of Principal being satisfied in such Event of Default
Offset shall be automatically cancelled as of the date of such Event of Default Offset. Each Event of Default Offset shall be
effective upon the date the Investor delivers notice to the Company of the Investor’s election to effect such Event of
Default Offset.


 


(d) Automatic
Set-off Upon any Bankruptcy Event of Default. Notwithstanding anything herein to the contrary, upon any Bankruptcy Event
of Default under the Convertible Note, all Principal (and related accrued and unpaid Interest hereunder) shall be
automatically satisfied in full by the deemed automatic surrender and concurrent cancellation of the outstanding obligations
under the Convertible Note equal to such portion of Principal being satisfied hereunder (each, a “Bankruptcy Event
of Default Offset”, and together with the Investor Optional Offset, and Event of Default Offset, the
“Investor Offset Rights”). Upon any Bankruptcy Event of Default Offset, any accrued and unpaid Interest
with respect to such portion of Principal being satisfied in such Bankruptcy Event of Default Offset shall be automatically
cancelled as of the date of such Bankruptcy Event of Default Offset. Each Bankruptcy Event of Default Offset shall be
effective upon the date of the earliest occurrence of a Bankruptcy Event.


 


(e) Automatic
Offset Upon Prohibited Transfers of this Note. If for any reason, this Note or any interest herein is pledged, assigned
or transferred to any Person other than the Company without the prior written consent of the Investor, whether by contract,
operation of law, court order or otherwise (each, a “Prohibited Transfer”), (i) all of the outstanding
Principal shall be automatically deemed satisfied in full, (ii) 75% of the remaining Restricted Principal of the Convertible
Note shall be automatically cancelled (with the remaining 25% of the Restricted Principal of the Convertible Note
automatically becoming unrestricted principal thereunder), (iii) all accrued and unpaid Interest payable hereunder shall be
automatically cancelled and (iv) this Note shall be deemed to be paid in full and shall be null and void.


 




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(f) Investor
Offset Rights; Single Integrated Transaction. The Company hereby acknowledges and agrees that (i) the Investor shall be
entitled to exercise the Investor Offset Rights through any means permissible under applicable law, including without
limitation, set-off and recoupment and (ii) the Obligations of the Investor hereunder and the obligations of the Company
under the Convertible Note issued pursuant to the Securities Purchase Agreement arise in a single integrated transaction and
constitute related and interdependent obligations within such transaction.


 


8. Miscellaneous.


 


(a)
Full Recourse. The parties hereby acknowledge and agree that this Note is a full recourse obligation of the
Investor.


 


(b)
No Oral Waivers or Modifications. No provision of this Note may be waived or modified orally, but only in a writing
signed by the Company and the Investor.


 


(c) Governing
Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any
other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of
New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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(d) Severability.
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of
competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision
shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be
conferred upon the parties. The parties will endeavor in good faith, commercially reasonable negotiations to replace the
prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 


(e) Currency.
Principal and interest due hereunder shall be payable in lawful money of the United States of America and shall be payable
to the Company at the address of the Company, or at such other address as may be specified in a written notice to the
Investor given by the Company. The Company has provided the Investor with wire transfer instructions pursuant to which
payments may be made under this Note and such wire transfer instruction shall be valid for the entire period of this
Note.


 


(f) Weekend;
Holidays.If any payment on this Note shall become due on a Saturday, Sunday or a bank or legal holiday in the State
of New York, such payment shall be made on the next succeeding business day in the State of New York.


 


(g) Usury.
If interest payable under this Note is in excess of the maximum permitted by law, the interest chargeable hereunder shall be
reduced to the maximum amount permitted by law and any excess over the maximum amount permitted by law shall be credited to
the Principal balance of this Note and applied to the same and not to the payment of Interest.


 


(h) Remedies.
No delay or omission on the part of the Company in the exercise of any right or remedy hereunder shall operate as a waiver
thereof, and no partial exercise of any right or remedy precludes other or further exercise thereof or the exercise of any
other rights or remedy.


 


(i) Waiver
of Presentment. The Investor hereby waives presentment, diligence, protest and demand, notice of protest, demand
and dishonor and nonpayment of this Note.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, this Note has been executed as of the date first written above.


 


	 	HUDSON BAY MASTER FUND LTD
	 	 	 
	 	By:	/s/
    George Antonopoulos
	 	Name: 	George Antonopoulos
	 	Title:	 



 


Agreed and
accepted as of

this 7th day of May by:


 


	INFINITY ENERGY RESOURCES, INC.	 
	 	 	 
	By:	/s/ Stanton
    E. Ross 	 
	Name:	Stanton E. Ross	 
	Title: 	Chairman, President & CEO	 


 



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