Exhibit 10.2


 





AMENDED AND RESTATED


SECURED PROMISSORY NOTE


 


	$15,024,573.00	Minneapolis, MN
	 	June 1, 2015


 


FOR VALUE RECEIVED,
Angell Energy, LLC, a Texas limited liability company (the “Maker” or the “Company”), hereby
promises to pay to the order of Krieger Enterprises, LLC or its successors or assigns, as the case may be (“Payee”),
at Payee’s principal place of business, or such other place as may be specified in writing by Payee, the principal sum of
Fifteen Million Twenty Four Thousand Five Hundred and Seventy Three Dollars and No Cents ($15,024,573.00), together with simple
interest on the unpaid principal balance from the date of this Note until June 1, 2019 (the “Maturity Date”)
at the rate of six percent (6%) per annum.


 


1.Payments.
The Maker shall make quarterly payments of interest and principal as set forth in the amortization schedule attached hereto as
Exhibit A and made a part of this Note by this reference thereto. On the Maturity Date, all unpaid principal and accrued interest
shall be due and payable. This Note may be prepaid at any time without penalty.


 


2.Events of Default.
The Maker will be in default under this Agreement upon the happening after the effective date of this Agreement of any of the following
events:


 


(a).Filing by the Maker
of a petition for relief under the United States Bankruptcy Code, or any other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect,
or seeking the appointment of a trustee, receiver, liquidation, custodian, or other similar official of it or any substantial part
of its property, or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or making a general assignment for the benefit of creditors.


 


(b).The failure by
the Maker to pay any principal and accrued interest on the Note when due.


 


3.Remedies upon
Default. In the event of a default described above, and provided that the Maker has not cured the default within 45 days of
such default, the Payee will have the right, at Payee’s option and without demand or notice: (a) to declare all or any part
of the Note immediately due and payable; and (b) to exercise, in addition to the rights and remedies granted hereby, all of the
rights and remedies of the Payee under the Uniform Commercial Code, or any other applicable law. In addition, the interest rate
hereunder shall increase to an annual rate of 15%.


 


4.Security.
The repayment of this Note is secured by a Security and Guarantee Agreement, of even date herewith, among Angell Energy, LLC, Twin
Cities Power, LLC, Summit Energy, LLC, Michael Angell (individually) and Twin Cities Power Holdings, LLC and assigned to Krieger
Enterprises, LLC.


 




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5.Notices. All
notices, requests, demands, claims and other communications pursuant to this Note will be in writing and will be deemed duly given
two business days after such notice is sent by registered or certified mail, return receipt requested, postage prepaid and addressed
to the intended recipient as set forth below:


 


	(a).	If to Maker:	Angell Energy Services, LLC
	 	 	Attn: Michael Angell
	 	 	5613 Ridgepass Lane
	 	 	McKinney, TX  75071-6221
	 	 	Michael C. Angell
	 	 	Email: mangell@tcptrading.net
	 	 	 
	(b).	If to Payee:	Krieger Enterprises, LLC
	 	 	16233 Kenyon Avenue
	 	 	Lakeville, MN  55044
	 	 	Timothy S. Krieger
	 	 	Email: tkrieger@twincitiespower.com


 


(c).Any Party may send
any notice, request, demand, claim or other communication to the intended recipient at the address set forth above using any other
means (including personal delivery, overnight courier, messenger service, telecopy, telex, ordinary mail or electronic mail). Such
notice, request, demand, claim or other communication will be deemed to have been duly given on the day of personal delivery or
the day after sent via reputable overnight courier. Otherwise, notice will only be deemed to have been received when it actually
is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Agreement.


 


6.Invalidity of
Particular Provisions. Maker and Payee agree that the unenforceability or invalidity of any provision or provisions of this
Note will not render any other provision or provisions herein contained unenforceable or invalid.


 


7.Successors or
Assigns. Maker and Payee agree that all of the terms of this Note will be binding on their respective successors and assigns,
and that the term “Maker” and the term “Payee” as used herein will be deemed to include, for all purposes,
their respective designees, successors, assigns, heirs, executors and administrators.


 


8.Governing Law;
Choice of Venue, Waiver of Jury Trial. This Note will be interpreted and governed under the laws of the State of Minnesota,
without regard to conflict of laws principles. Any action or proceeding against any of the Parties relating in any way to this
Note or the subject matter of this Note will be brought and enforced exclusively in the competent state or federal courts of Minnesota,
and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding.
The Parties waive their right to a trial by jury for any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement, whether grounded in tort, contract or otherwise.


 




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9.Waiver. Waiver
of any default hereunder by Payee will not be a waiver of any other default or of a same default on a later occasion. No delay
or failure by Payee to exercise any right or remedy will be a waiver of such right or remedy and no single or partial exercise
by Payee of any right or remedy will preclude other or further exercise thereof or the exercise of any other right or remedy at
any other time.


 


10.Waiver of Presentment.
Maker waives presentment, dishonor, protest, demand, diligence, notice of protest, notice of demand, notice of dishonor, notice
of nonpayment, and any other notice of any kind otherwise required by law in connection with the delivery, acceptance, performance,
default, enforcement or collection of this Note and expressly agrees that this Note, or any payment hereunder, may be extended
or subordinated (by forbearance or otherwise) at any time, without in any way affecting the liability of Maker.


 


11.Collection Costs.
Maker agrees to pay on demand all costs of collecting or enforcing payment under this Note, including reasonable attorneys’
fees and legal expenses, whether suit be brought or not, and whether through courts of original jurisdiction, courts of appellate
jurisdiction, or bankruptcy courts, or through other legal proceedings.


 


12.Amendment.
This Note may not be amended, converted, or modified, nor will any waiver of any provision hereof be effective, except by an instrument
in writing signed by the party against whom enforcement of any amendment, conversion, modification, or waiver is sought.


 


IN WITNESS WHEREOF, Maker
has executed this promissory note as of the date first above written.


 


MAKER:


 


ANGELL ENERGY SERVICES, LLC


 


 


/s/ Michael Angell


 


Michael Angell, Chief Executive Officer


 


 




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Exhibit A - Amortization Schedule


 





	Secured Promissory Note Amortization Schedule	 
	Borrower	Angell Energy, LLC
	Lender	Krieger Enterprises, LLC
	 	 




 


	Principal amount	$  15,024,573.00
	 	 
	Annual interest rate	6.00%
	Payments per year	4
	Amortization period in years	4
	Number of decimal places to round to	2
	 	 
	Note date	06/01/15
	1st payment date	09/01/15
	Maturity date	07/01/20




 


	Amortization Schedule	 	 	 	 	 	 	 	 	 
	Payment number	 	Payment date	 	Interest	 	Principal	 	 	Total payment	Principal balance	 
	0	 	06/01/15	 	$	–	 	$	–	 	$	–	 	$	15,024,573.00	 
	1	 	09/01/15	 	 	304,253.65	 	 	837,846.48	 	 	1,142,100.13	 	 	14,186,726.52	 
	2	 	12/01/15	 	 	212,800.90	 	 	850,414.18	 	 	1,063,215.08	 	 	13,336,312.34	 
	3	 	03/01/16	 	 	200,044.69	 	 	863,170.39	 	 	1,063,215.08	 	 	12,473,141.95	 
	4	 	06/01/16	 	 	187,097.13	 	 	876,117.95	 	 	1,063,215.08	 	 	11,597,024.00	 
	5	 	09/01/16	 	 	173,955.36	 	 	889,259.72	 	 	1,063,215.08	 	 	10,707,764.28	 
	6	 	12/01/16	 	 	160,616.46	 	 	902,598.61	 	 	1,063,215.07	 	 	9,805,165.67	 
	7	 	03/01/17	 	 	147,077.48	 	 	916,137.59	 	 	1,063,215.07	 	 	8,889,028.08	 
	8	 	06/01/17	 	 	133,335.42	 	 	929,879.66	 	 	1,063,215.08	 	 	7,959,148.42	 
	9	 	09/01/17	 	 	119,387.23	 	 	943,827.85	 	 	1,063,215.08	 	 	7,015,320.57	 
	10	 	12/01/17	 	 	105,229.81	 	 	957,985.27	 	 	1,063,215.08	 	 	6,057,335.30	 
	11	 	03/01/18	 	 	90,860.03	 	 	972,355.05	 	 	1,063,215.08	 	 	5,084,980.25	 
	12	 	06/01/18	 	 	76,274.70	 	 	986,940.37	 	 	1,063,215.07	 	 	4,098,039.88	 
	13	 	09/01/18	 	 	61,470.60	 	 	1,001,744.48	 	 	1,063,215.08	 	 	3,096,295.40	 
	14	 	12/01/18	 	 	46,444.43	 	 	1,016,770.65	 	 	1,063,215.08	 	 	2,079,524.75	 
	15	 	03/01/19	 	 	31,192.87	 	 	1,032,022.21	 	 	1,063,215.08	 	 	1,047,502.54	 
	16	 	06/01/19	 	 	15,712.54	 	 	1,047,502.54	 	 	1,063,215.08	 	 	–