EXHIBIT 10.2


 


SECOND AMENDED AND RESTATED NOTE


 


	$4,800,000.00	December 22, 2017




 


FOR VALUE RECEIVED,
ENERJEX KANSAS, INC., BLACK RAVEN ENERGY, INC., WORKING INTEREST, LLC, ADENA, LLC, KANSAS HOLDINGS, LLC and BLACK SABLE ENERGY,
LLC (collectively, “Borrowers”), jointly and severally, hereby promise to pay to the order of PASS CREEK
RESOURCES LLC, a Delaware limited liability company, or its registered assigns (“Bank”), in accordance
with the provisions of the Agreement (as hereinafter defined) the principal amount of up to FOUR MILLION EIGHT HUNDRED THOUSAND
AND NO/100 DOLLARS ($4,800,000.00) or so much thereof as may be advanced and outstanding from time to time, pursuant to the terms
and conditions of that certain Second Amended and Restated Credit Agreement dated as of May 10, 2017 (as amended by that certain
First Amendment to Second Amended and Restated Credit Agreement dated as of even date herewith, and as the same may be amended,
restated, extended, or supplemented from time to time, collectively, the “Agreement”), among Borrowers,
Cortland Capital Market Services LLC, as Administrative Agent and the Banks party thereto from time to time. Capitalized terms
used but not defined in this Note have the meanings given them in the Agreement.


 


Borrowers promise to
pay interest on the unpaid principal amount of the Loan evidenced by this Note from the date of such Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest
shall be made to Bank in Dollars in immediately available funds at Administrative Agent’s Lending Office. If any amount is
not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment) computed at the per annum rate set out in the Agreement.


 


This Note is the “Note”
referred to in the Agreement and may be prepaid in whole or in part subject to the terms and conditions provided therein. This
Note is also entitled to the benefits of and is secured by the Collateral. Upon the occurrence and continuation of one or more
of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in, and subject to the terms and conditions of, the Agreement. Loans made by
Bank shall be evidenced by one or more Loan accounts or records maintained by Administrative Agent in the ordinary course of business.
Bank may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect
thereto.


 


This Note is issued
as a renewal, extension and modification of, but not a novation of, or an accord and satisfaction of that certain Amended and Restated
Note dated as of May 10, 2017 by Borrowers made payable to the order of Bank in the principal amount of Four Million Five Hundred
Thousand and NO/100 Dollars ($4,500,000.00) (the "Prior Note"), provided that this Note supersedes
and replaces the Prior Note, and all obligations of the Borrowers and their affiliates under the Prior Note, in their entirety,
such that no Borrower, affiliate of a Borrower, or any other Person shall have any obligations under the Prior Note.


 




     


     


    

 


Borrowers, for themselves,
and their respective successors and assigns, hereby waive diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Note.


 


THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.


 


	 	ENERJEX KANSAS, INC.
	 	 
	 	By: 	/s/ Louis Schott
	 	 	Louis Schott
	 	 	Chief Executive Officer
	 	 
	 	BLACK RAVEN ENERGY, INC.
	 	 
	 	By: 	/s/ Louis Schott
	 	 	Louis Schott
	 	 	Chief Executive Officer
	 	 
	 	ADENA, LLC
	 	 
	 	By: 	/s/ Louis Schott
	 	 	Louis Schott
	 	 	Chief Executive Officer
	 	 
	 	KANSAS HOLDINGS, LLC
	 	 
	 	By: 	/s/ Louis Schott
	 	 	Louis Schott
	 	 	Chief Executive Officer
	 	 
	 	WORKING INTEREST, LLC
	 	 
	 	By: 	/s/ Louis Schott
	 	 	Louis Schott
	 	 	Chief Executive Officer
	 	 
	 	BLACK SABLE ENERGY, LLC
	 	 
	 	By: 	/s/ Louis Schott
	 	 	Louis Schott
	 	 	Chief Executive Officer


 


Signature Page to Second Amended and Restated
Note


 




     


     


    

 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	Date	 	Type of 

Loan 

Made	 	Amount of 

Loan 

Made	 	
        End of 

        Interest

        Period
	 	Amount of 

Principal 

or Interest 

Paid This 

Date	 	Outstanding 

Principal 

Balance 

This Date	 	Notation 

Made By