Exhibit 10.4


 


PROMISSORY NOTE







	
Date:

	
February 28, 2016


	
Borrower:

	
Petrolia Energy Corporation


	
Borrower’s Mailing Address:

	
Petrolia Energy Corporation


710 N Post Oak Road, Suite 512


Houston, TX  77024


	
Lender:

	
Jovian Petroleum Corporation


	
Place for Payment:

	
Jovian Petroleum Corporation


7974 Katy Freeway, Suite 522


Houston, TX  77024


	
Principal Amount:

	
One million U.S.Dollars


(US$ 1,000,000)


	
Annual Interest Rate :

	
5%


	
Maturity Date:

	
December 31, 2016


	
Terms of Payment:

	
The principal amount shall be paid in cash, free of bank charges on the maturity date.


	
Collateral

	
Secured by a 12.5% undivided working interest in the SUDS field





 





















Promise to Pay


Borrower promises to pay to the order of Lender the Principal Amount plus interest at the Annual Interest Rate. This note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date.  Although the note is due on December 31, 2016, in the event the Company closes and financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay on the Note







Defaults and Remedies


If full payment is not made by December 31, 2016, the borrower will be entitled to extend the Note to March 31, 2017 by making a $10,000 payment in cash prior to maturity.  If Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral to this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the note immediately due.







Waivers


Borrower waives, to the extent permitted by law, all (1) demand for payment, (2) presentation for payment, (3) notice of intention to accelerate maturity, (4) notice of acceleration of maturity, (5) protest, and (6) notice of protest.







Attorney's Fees


Borrower also promises to pay reasonable attorney's fees and court and other costs if this note is placed in the hands of an attorney to collect or enforce the note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the note and will be secured by any security for payment.







Usury Savings


Interest on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this note and all other instruments concerning the debt.







Other Clauses


The Principal Amount may be paid, in whole or in part, prior to the Maturity Date, without penalty or Annual Interest. When the context requires, singular nouns and pronouns include the plural. This note shall be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law rules that would refer to another jurisdiction.







Petrolia Energy Corporation












By:  /s/ Leo Womack                                                      Date: Sept 28, 2016







Title:  Chairman of the Board