EXHIBIT
10.17


 


LOAN
AGREEMENT


 


April
15, 2020


 


WHEREAS
Mark M. Allen (the “Lender”) and Petrolia Energy Corporation (the “Borrower”) wish to enter
into this loan agreement (the “Loan Agreement”) which provides a loan of US $25,000.00 (“Principal Loan”) at
an interest rate of 9%.


 


NOW
THEREFORE, in consideration of paying the loan in full upon the terms hereof, the Lender and the Borrower covenant and agree as follows:


 


	Borrower:	Petrolia
    Energy Corporation
	 	 
	Guarantor(s):	Petrolia
    Energy Corporation (the “Guarantor” or “Loan Party”).
	 	 
	Lender:	Mark
    M. Allen
	 	 
	Loan:	US
    $25,000.00 (“Principal Loan”).
	 	 
	Loan
    Purpose:	Refundable
    deposit toward acquisition of SUDS field
	 	 
	Effective
    Date:	April
    15, 2020
	 	 
	Maturity
    Date:	August
    15, 2021
	 	 
	Interest
    Rate:	The
    Borrower shall pay an annual interest rate of 9% until Maturity.






 


	Security:	The
                                            Lender holds security (the “Security”) against Borrower’s assets, as follows:






	 	 	 
	 	1.	PEC
    Common Stock: Upon loan default, Lender has option to converted principal loan plus accrued interest to PEC common stock at $.05/share.
	 	 	 
	 	2.	PEC
    Warrants: Upon loan default, Lender will also receive $.08/share warrants at the rate of four times the number of shares converted
    above. Warrants are vested when received and will expire in two years.








 





	Representations and Warranties:	Borrower
    represents and warrants to the Lender that:






	 	 	 
	 	1.	it
    has been duly incorporated and is in good standing under the legislation governing it, and it has the powers, permits, and licenses
    required to operate its business or enterprise and to own, manage, and administer its property;
	 	 	 
	 	2.	this
    Loan Agreement constitutes, the Security, and the Warrants and other agreements shall constitute, legal, valid, and binding obligations
    of itself, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, or similar laws affecting creditors’
    rights generally and to the availability of equitable remedies;
	 	 	 
	 	3.	it
    has the right to pledge, charge, mortgage, or lien its assets in accordance with the Security contemplated by this Loan
    Agreement;


 



















    	 



    	Petrolia Energy Corporation	2
	Amended Loan Agreement	 



    




 


	 	4.	it is presently in good standing under, and shall duly perform and observe, all material terms of all material documents,
    agreements, and instruments affecting or relating to its petroleum and natural gas assets (collectively, the “PNG
    Agreements”);
	 	 	 
	 	5.	the
    Borrower is Petrolia Energy Corporation.
	 	 	 
	 	6.	it
    is not involved in any dispute or legal proceedings likely to materially affect its financial position or its capacity to operate
    its business;
	 	 	 
	 	7.	without
    limiting the generality of clause 4 above with respect to the PNG Agreements, it is not in default under any other contracts to which
    it is a party or under the applicable legislation and regulations governing the operation of its business or its property, including
    all material environmental requirements except where such default or non-compliance could not reasonably be expected to have a material
    adverse effect on the Borrower or its property;
	 	 	 
	 	8.	it
    is not in default under the contracts to which it is a party or under the applicable legislation and regulations governing the operation
    of its business or its property, including all material environmental requirements, other than arrears in payment of amounts outstanding
    to suppliers and service providers, which have been disclosed to the Lender;
	 	 	 
	 	9.	it
    has provided to the Lender all material information in the possession of or available to it and relevant to the Lender’s review
    and assessment of the Loan, Security and the structure of the Loan Parties and, all such information is true, complete and accurate;
	 	 	 
	 	10.	it
    has all the requisite power, authority and capacity to execute and deliver this Loan Agreement and the Security (to which it is a
    party) and to perform its obligations hereunder and thereunder;
	 	 	 
	 	11.	the
    execution and delivery of this Loan Agreement, the Warrants and the Security (to which it is a party) and the performance of the
    terms of this Loan Agreement, the Warrants and Security do not violate the provisions of its contacting documents or its by-laws
    or any law, order, rule or regulation applicable to it and have been validly authorized by it; and
	 	 	 
	 	12.	the execution, delivery and performance of the terms of this Loan Agreement, the Warrants and the Security (to which it is a party) shall
not constitute a breach of any agreement to which it or its property, assets or undertaking are bound or affected.








 













    	 



    	Petrolia Energy Corporation	3
	Amended Loan Agreement	 



    




 





	 	Unless expressly stated to be made as of a specific date, the representations and warranties made in this Loan Agreement shall survive the execution of this Loan Agreement, the Warrants and all Security, and shall be deemed to be repeated as of the date of each drawdown under the Loan subject to modifications made by the Borrower to the Lender in writing and accepted by the Lender. The Lender shall be deemed to have relied upon such representations and warranties at each such time as a condition of making each drawdown under the Loan or continuing to extend the Loan.
	 	 
	Affirmative Covenants:	Each of the Loan Parties covenants and agrees that it shall:








 


	 	1.	pay
    all sums of money when due and payable by it to the Lender under this Loan Agreement and the Security;
	 	 	 
	 	2.	in
    the case of the Borrower, carry on business and operate its petroleum and natural gas reserves in accordance with good practices
    consistent with accepted industry standards and pursuant to applicable agreements, regulations, and laws;
	 	 	 
	 	3.	maintain
    its corporate existence and comply with all applicable laws;
	 	 	 
	 	4.	pay,
    when due, all taxes, assessments, deductions at source, crown royalties, income tax or levies for which the payment is guaranteed
    by legal privilege, prior claim, or legal hypothec, without subrogation or consolidations;
	 	 	 
	 	5.	comply
    with all regulatory bodies and provisions regarding environmental procedures and controls;
	 	 	 
	 	6.	upon
    reasonable notice, allow the Lender access to its books and records and to visit and inspect its assets and place of business; and
	 	 	 
	 	inform the Lender of any event or action which would have a material adverse impact on its operational or financial affairs, including the sale of assets, guarantees, or alterations of type and business.
	 	 
	Events of Default:	The
    Lender may accelerate the payment of any such outstanding amounts and cancel availability of any undrawn portion of any of the Loan
    at any time after the occurrence of anyone or more of the following events (each an “Event of Default”):
	 	 	 
	 	1.	failure
    by the Borrower to pay principal. interest and fees when due;
	 	 	 
	 	2.	any
    material representations and warranties made by a Loan Party are incorrect in any material respect;
	 	 	 
	 	3.	any
    breach of applicable law by a Loan Party;
	 	 	 
	 	4.	any
    breach by a Loan Party of, or failure of a Loan Party to perform, any covenant set forth in this Loan Agreement or any of the Security
    to which it is a party (other than covenants referred to elsewhere in this Events of Default section) if such breach or failure continues
    unremedied for more than 30 business days after the Borrower first receives notice from the Lender requiring the applicable Loan
    Party to remedy such breach or failure;





 






















    	 



    	Petrolia Energy Corporation	4
	Amended Loan Agreement	 



    

 





	 	5.	the
    bankruptcy or insolvency of a Loan Party, or any action is taken for the winding up, liquidation or any appointment of any person
    with respect to such bankruptcy or insolvency;
	 	 	 
	 	6.	any
    cross default as a result of a failure in the performance or observance of any material term or condition in respect of any other
    indebtedness or obligation of a Loan Party under this Loan Agreement or any of the Security to which it is a party or under any other
    material agreement to which it is a party; or
	 	 	 
	 	any event which has happened or is expected to happen which would have a material adverse effect on a Loan Party.
	 	 
	Indemnity:
    	The
    Loan Parties jointly and severally indemnify the Lender against any loss, costs, claims, actions, suits, damages, expenses or liabilities
    of any and every kind which the Lender may sustain or incur, directly or indirectly, as a consequence of the entry into and performance
    of this Loan Agreement and any of the Security, the use of funds advanced under this Loan Agreement, the consummation of any transaction
    contemplated by this Loan Agreement, any litigation or claim commenced arising out of the execution, delivery or performance of,
    or the enforcement of any right under this Loan Agreement or any of the Security, a default by any Loan Party in the payment or performance
    of any obligations (including any representation or warranty made herein by a Loan Party being incorrect at the time it was made
    or deemed to have been made), the failure by a Loan Party to comply with any of its covenants in this Loan Agreement or in any of
    the Security, or the occurrence of any other default or Event of Default, except where such loss, costs, claims, actions, suits,
    damages, expenses or liabilities arise by reason of the gross negligence or willful misconduct of the Lender. The indemnities in
    this Loan Agreement shall extend to the agents and assignees of the Lender and. for certainty, those for whom the Lender acts as
    agent hereunder, and the Loan Parties shall hold the benefit of such indemnities in trust for such indemnified parties to the extent
    necessary to give effect hereto.
	 	 
	 	The
    provisions, undertakings, and indemnifications set out in this Loan Agreement, shall survive the satisfaction and release of the
    Security and payment and satisfaction of the indebtedness and liability of the Loan Parties to the Lender.
	 	 
	Costs:	Each
    party shall be responsible for its own legal costs.
	 	 
	General:	The
    insertion of headings in this Loan Agreement is for convenience of reference only and shall not affect the construction or interpretation
    of this Loan Agreement. The terms “this Loan Agreement”, “hereof’, “hereunder”, “herein”
    and similar expressions refer to this Loan Agreement and not to any particular Section or other portion hereof and include any agreement
    supplemental hereto.





 













    	 



    	Petrolia Energy Corporation	5
	Amended Loan Agreement	 



    

 


	 	Words
    importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the
    feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts,
    unincorporated organizations and corporations and vice versa and words and terms denoting inclusiveness (such as “include”
    or “includes” or “including”), whether or not so stated, are not limited by their context or by the words
    or phrases which precede or succeed them.
	 	 
	 	Reference
    herein to any agreement, instrument, license or other document shall be deemed to include reference to such agreement, instrument,
    license or other document as the same may from time to time be amended, modified, supplemented or restated in accordance with the
    provisions of this Loan Agreement if and to the extent such provisions are applicable; and reference herein to any enactment shall
    be deemed to include reference to such enactment as re- enacted, amended or extended from time to time and to any successor enactment.
	 	 
	 	The
    Borrower agrees that all information provided by it to the Lender may be disclosed to the Lender’s consultants, advisors and
    legal counsel.
	 	 
	 	The
    Borrower shall do all things and execute all documents reasonably deemed necessary or appropriate by the Lender, for the purposes
    of giving full force and effect to the terms, conditions, undertakings, and security granted or to be granted hereunder.
	 	 
	 	It
    is understood and agreed that the execution, delivery and registration of the Security shall in no way merge or extinguish this Loan
    Agreement or the terms and conditions hereof, which shall survive and continue in full force and effect. When a contradiction or
    conflict exists between an express term of any of the Security and an express term of this Loan Agreement, the term of this Loan
    Agreement shall govern and prevail. For greater certainty a term contained in the Security and not contained in the Loan Agreement
    and vice versa is not a contradiction or conflict with the other. Notwithstanding the foregoing, if there is any right or remedy
    of the Lender set out in any of the Security or any part of which is not set out or provided for in this Loan Agreement, such additional
    right shall not constitute a conflict or inconsistency.
	 	 
	 	If
    any amount due to the Lender is not paid when due, then Borrower shall pay interest on such unpaid amount if and to the fullest extent
    permitted by applicable law but not exceeding 19% per annum, provided such default is cured in 30 days from the date of the default.
    After the occurrence of an Event of Default, the Lender shall be entitled to charge $250 per hour for recorded time to administer
    its Loan and in exercising its rights and remedies under this Loan Agreement and the Security.
	 	 
	 	All
    interest rates specified are nominal annual rates. The effective annual rate in any case shall vary with payment frequency. All interest
    payable hereunder bears interest as well after as before maturity, default and judgment with interest on overdue interest at the
    applicable rate payable herein.

    



 




    	 



    	Petrolia Energy Corporation	6
	Amended Loan Agreement	 



    




 


	 	

    In
    accordance with prudent lending practices of knowing your client, the Borrower acknowledges that the policies and procedures of the
    Lender require investigation, verification and recording of information regarding the Borrower, the Guarantors, their directors,
    officers and shareholders and other persons in control of any Loan Party. Subject to any applicable privacy laws, the Loan Parties
    agree to promptly provide all information as may be reasonably requested by the Lender, including supporting documentation and other
    evidence, in order to comply with the Lender’s internal policies and anti-money laundering and anti-terrorist legislation.
    Subject to compliance with any applicable privacy laws, the Loan Parties hereby authorize any personal information agent, financial
    institution, creditor, tax authority, employer, or any other person including any public entity, having information concerning the
    Loan Parties or their respective property, more particularly any financial information or information with respect to any undertaking,
    guarantee, or suretyship given by the Loan Parties, to supply such information to the Lender in order to verify the accuracy of all
    information furnished or to be furnished from time to time to the Lender and to ensure the solvency of any Loan Party at all times.

	 	 
	Requirements:	The
    Borrower hereby agrees to provide to the Lender written notice of a change in name or address immediately.
	 	 
	Assignment:	The
    rights or obligations of the Borrower herein and the amount of the Loan may be transferred or assigned by the Borrower subject to
    written approval of the Lender, acting reasonably. The Lender may assign all or any part of the Loan, the Security and this Loan
    Agreement without the consent of the Borrower but shall notify the Borrow within a reasonable time frame of such assignment occurring.
	 	 
	Binding
    Agreement:	The
    terms and conditions of this Loan Agreement are binding and legal obligations and shall constitute a commitment on the part of the
    Borrower and the Lender.
	 	 
	Confidentiality:	This
    Loan Agreement is delivered to you on the understanding that neither it nor its contents shall be disclosed to any other party except
    to counsel, accountants, employees and agents of the Borrower who are specifically involved in the transaction.
	 	 
	Lender’s
    Role:	Nothing
    contained in this Loan Agreement, the Security or any related documentation shall in any way be deemed to be or be construed as creating
    the relationship of joint venturer or partner or co-venturer with the Loan Parties. The parties each acknowledge and agree that the
    relationship between them is solely and exclusively one of borrower and lender.
	 	 
	Counterparts:	This
    Loan Agreement may be executed by the parties hereto in any number of counterparts and by different parties in separate counterparts,
    each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
    document. Executed copies may be delivered by facsimile transmission or electronic mail transmission and it shall not be necessary
    to confirm execution by delivery of originally executed documents.


 




    	 



    	Petrolia Energy Corporation	7
	Amended Loan Agreement	 



    




 


	Currency:	All
    references to amounts in this agreement, unless otherwise described, are in United States Dollars.
	 	 
	Rights
    and Remedies Cumulative:	The
    rights, remedies and powers of the Lender under this Loan Agreement and the Security, at law and in equity are cumulative and not
    alternative and are not in substitution for any other remedies, rights or powers of the Lender, and no delay or omission in exercise
    of any such right, remedy or power shall exhaust such rights, remedies and powers to be construed as a waiver of any of them.
	 	 
	Waivers
    and Amendments:	No
    term, provision or condition of this Loan Agreement or any of the Security, may be waived, varied or amended unless in writing and
    signed by a duly authorized officer of the Lender.
	 	 
	Governing
    Law:	This
    Loan Agreement shall be construed, governed and enforced in accordance with, and the rights of the parties shall be governed by,
    the law of the State of New Jersey and the laws of the United States of America applicable therein.
	 	 
	Notice:	All
notices which may or are required to be given pursuant to this Loan Agreement shall be in writing and shall be addressed as follows:

                                                          

    If
    to the Borrower:

     

    Petrolia
    Energy Corporation

    710
    N. Post Oak Road, Suite 500

    Houston, TX 77024

     

    With
    a copy by email to: zel@petroliaenergy.com

     

    If to the Lender:

     

    Mark
    M. Allen

    4306
    Stonecroft Circle

    Katy,
    TX 77450

     

    With
    a copy by email to: markallen4306@gmail.com

    

     

    or
    such other addresses or emails as the parties may advise by notice in writing. All communications provided for or permitted
    hereunder shall be in writing, personally delivered to an officer or other responsible employee of the addressee or sent by email
    set forth above or to such other address or email as the recipient may from time to time designate to the other in such manner. Any
    communication so personally delivered or sent by email shall be deemed to have been validly and effectively given on the date of such
    delivery or facsimile, as the case may be.



 




    	 



    	Petrolia Energy Corporation	8
	Amended Loan Agreement	 



    




 


	Joint
    and Several Liability:	If
    more than one person is designated as Guarantor, then each such person shall be jointly and severally liable for all of the indebtedness,
    liabilities, covenants, representations, warranties and other obligations of the Guarantors set out in this Loan Agreement. If more
    than one person is designated as a Loan Party, then each such person shall be jointly and severally liable for all of the indebtedness,
    liabilities, covenants, representations, warranties and other obligations of the Loan Parties set out in this Loan Agreement.
	 	 
	Waiver
    of Jury Trial:	The
Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any
legal proceeding directly or indirectly arising out of or relating to this Loan Agreement, the Security or any other document or the
transactions contemplated hereby or thereby (whether based on contract, tort or any of other theory).



 


AGREED
AND ACCEPTED as of the 15th day of April 2020.


 


	 	 	 
	Witness	 	MARK
    M. ALLEN
	 	 	Lender
	 	 	 
	 	 	PETROLIA
    ENERGY CORPORATION
	 	 	Borrower





 


	 	Per:
    	
	 	Name:	Zel
    C. Khan
	 	Title:	CEO