f8k030410ex10ii_recovery.htm


    Exhibit 10.2

     

    PROMISSORY
NOTE

     

    
      	$4,500,000.00	Denver,
      Colorado 	  January
      29, 2010


    

                             

    For value
received, the undersigned, Recovery Energy, Inc., a
Nevada corporation (“Borrower”),
hereby promises to pay to the order of Hexagon Investments, LLC, a
Colorado limited liability company (“Lender”),
the principal sum of Four Million Five Hundred Thousand Dollars ($4,500,000.00),
together with interest on the unpaid principal balance thereof as set forth in
the Credit Agreement (as defined below), both principal and interest payable as
herein provided in lawful money of the United States of America at the offices
of Lender under the Credit Agreement, 730 17th Street, Suite 800, Denver,
Colorado 80202 or at such other place, as from time to time may be designated by
the holder of this Note.

     

    This Note
(a) is issued and delivered under that certain Credit Agreement, effective as of
January 29, 2010, between Borrower and Lender referred to therein (as from time
to time supplemented, amended or restated, the “Credit
Agreement”), and is the “Note” as defined therein, (b) is subject to the
terms and provisions of the Credit Agreement, which contains provisions for
payments and prepayments hereunder and acceleration of the maturity hereof upon
the happening of certain stated events, and (c) is secured by and entitled to
the benefits of certain Security Documents (as identified and defined in the
Credit Agreement).  Payments on this Note shall be made and applied as
provided in the Credit Agreement.  Reference is hereby made to the
Credit Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties thereto and for the meanings assigned to
terms used and not defined herein and to the Security Documents for a
description of the nature and extent of the security thereby provided and the
rights of the parties thereto.

     

    The
principal amount of this Note, together with all interest accrued hereon, shall
be due and payable in full on the Maturity Date.

     

    Notwithstanding
the foregoing paragraph and all other provisions of this Note, in no event shall
the interest payable hereon, whether before or after maturity, exceed the
maximum amount of interest that, under applicable Law, may be contracted for,
charged, or received on this Note, and this Note is expressly made subject to
the provisions of the Credit Agreement that more fully set out the limitations
on how interest accrues hereon.

     

    If this
Note is placed in the hands of an attorney for collection after default, or if
all or any part of the indebtedness represented hereby is proved, established or
collected in any court or in any bankruptcy, receivership, debtor relief,
probate or other court proceedings, Borrower agrees to pay reasonable attorneys’
fees and collection costs to the holder hereof in addition to the principal and
interest payable hereunder.

     

    Borrower
hereby waives demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder
hereof, whether before or after maturity.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This Note
and the rights and duties of the Borrower and Lender shall be governed by the
Laws of the State of Colorado (without regard to principles of conflicts of
law), except to the extent the same are governed by applicable federal
law.

     

    
      	 	RECOVERY ENERGY,
      INC.,
	 	a Nevada
      corporation
	 	 	 
	 	By:	 /s/
      Jeffrey A. Beunier
	 	 	Jeffrey
      A. Beunier, Chief Executive Officer