Exhibit 10.1


 


PROMISSORY
NOTE


 


	Not
to Exceed $200,000	February 14, 2017



 


FOR
VALUE RECEIVED, the undersigned Vantage Energy Acquisition Corp., a Delaware corporation (“Maker” or the “Company”),
whose address is 5221 N. O’Connor Boulevard, 11th Floor Irving, TX 75039, hereby unconditionally promises to pay to the
order of NGP Vantage Energy LLC, a Delaware limited liability company (“Payee”), at Payee’s office at 5221 N.
O’Connor Boulevard, 11th Floor Irving, TX 75039 (or such other address specified by Payee to Maker), the sum of TWO HUNDRED
THOUSAND DOLLARS ($200,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under
this note (this “Note”), in legal and lawful money of the United States of America.


 


Payee
may make advances to Maker from time to time under this Note; provided, however, that notwithstanding anything to the contrary
herein, at no time shall the aggregate of all advances and re-advances outstanding under this Note exceed $200,000.


 


This
is a non-interest bearing Note.


 


The
entire unpaid principal balance of this Note shall be due and payable upon the earlier of June 30, 2017 or the consummation of
a public offering of the Company’s securities.


 


If
payment of this Note or any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of
Payee, shall immediately become due and payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled
hereunder, or at law or in equity.


 


This
Note may be prepaid, in whole or in part, without penalty. This Note may not be changed, amended or modified except in a writing
expressly intended for such purpose and executed by the party against whom enforcement of the change, amendment or modification
is sought. The loan evidenced by this Note is made solely for business purposes.


 


THIS
NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE
LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS
EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT
OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.


 


Service
of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return
receipt requested, at the address for such party set forth in this Note, or at such subsequent address provided to the other party
hereto in the manner set forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit
thereof in an official depository under the care and custody of the United States Postal Service.


 


Should
the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership,
probate or other court proceedings or if this Note is placed in the hands of attorneys for collection after default, the undersigned
and all endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition
to the principal and interest due and payable hereon, reasonable attorneys’ and collection fees.


 


The
undersigned and all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note
severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention
to accelerate the maturity of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and the
bringing of suit against any other party, and agree to all renewals, extensions, modifications, partial payments, releases or
substitutions of security, in whole or in part, with or without notice, before or after maturity.


 


The
undersigned hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by the payee
on this Note, any and every right it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim
therein and (iv) have the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall
prevent or prohibit the undersigned from instituting or maintaining a separate action against payee with respect to any asserted
claim.


 


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 prohibitions
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


This
Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.


 


[Signature
page follows]


 






     


     


    







 


EXECUTED
AND AGREED as of the date first above written.


 


	 	Vantage
    Energy Acquisition Corp.,
	 	a
    Delaware corporation


 


	 	By:	/s/
    Jeffrey A. Zlotky
	 	Name: 	Jeffrey
    A. Zlotky
	 	Title:	Secretary


 


[SIGNATURE PAGE TO PROMISSORY NOTE]