Exhibit 10.2


 


CADENCE


BANK


 


PROMISSORY NOTE


 


	
        Principal

        $700,000.00
	
        Loan Date

        03-10-2020
	
        Maturity

        03-09-2021
	
        Loan No

        22118079
	
        Call / Coll

        AS
	Account	Officer A05	Initials
	References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item. 

Any item above containing ""'" has been omitted due to text length limitations.


 





	Borrower	Black Ridge Oil & Gas, Inc.

    110 North 5th Street, Suite 410

    Minneapolis, MN 55403	Lender	CADENCE BANK, N.A.

    Private Bkg TX Hou Wms Tower

    2800 Post Oak Boulevard, Suite 3400

    Houston, TX 77056

    (713) 871-4000



 


 






 


PROMISE TO PAY.
Black Ridge Oil & Gas, Inc. ("Borrower") promises to pay to CADENCE BANK, N.A. ("Lender"), or order,
in lawful money of the United States of America, the principal amount of Seven Hundred Thousand & 00/100 Dollars ($700,000.00)
or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest
shall be calculated from the date of each advance until repayment of each advance or maturity, whichever occurs first.


 


CHOICE OF USURY CEILING
AND INTEREST RATE. The interest rate on this Note has been implemented under the "Quarterly Ceiling" as referred
to in Section 303.006 of the Texas Finance Code.


 


PAYMENT. Borrower
will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on March 9, 2021. In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 10, 2020,
with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required
by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; and then to any late charges.
Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Notwithstanding
any other provision of this Note, Lender will not charge interest on any undisbursed loan proceeds. No scheduled payment, whether
of principal or interest or both, will be due unless sufficient loan funds have been disbursed by the scheduled payment date to
justify the payment.


 


VARIABLE INTEREST RATE.
The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the
Prime Rate as published in the money rate section of the Wall Street Journal (the "Index"). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate
a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest
rate change will not occur more often than each day the index rate changes. Borrower understands that Lender may make loans based
on other rates as well. The Index currently is 4.250% per annum. Interest prior to maturity on the unpaid principal balance of
this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.500 percentage
points over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial
rate of 4.750% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be less
than 4.250% per annum or more than the maximum rate allowed by applicable law. For purposes of this Note, the "maximum rate
allowed by applicable law" means the greater of (A) the maximum rate of interest permitted under federal or other law applicable
to the indebtedness evidenced by this Note, or (B) the "Quarterly Ceiling" as referred to in Section 303.006 of the
Texas Finance Code.


 


 


 






    	 	 	 



     


    

 





PROMISSORY NOTE 


	Loan No: 22118079	(Continued)	Page 2


 


INTEREST CALCULATION
METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year
of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding, unless such calculation would result in a usurious rate, in which case interest shall be calculated on a per diem
basis of a year of 365 or 366 days, as the case may be. All interest payable under this Note is computed using this method. This
calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note.


 


PREPAYMENT. Borrower
may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment in full shall consist of payment
of the remaining unpaid principal balance together with all accrued and unpaid interest and all other amounts, costs and expenses
for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan, and in no event
will Borrower ever be required to pay any unearned interest. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce
the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse",
or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note,
and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must
be mailed or delivered to: CADENCE BANK, N.A., 3500 Colonnade Parkway, Suite 600 Birmingham, AL 35243.


 


LATE CHARGE.
If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.


 


POST MATURITY RATE. The
Post Maturity Rate on this Note is the lesser of (A) the maximum rate allowed by law or (B) the interest rate under this
Note. Borrower will pay interest on all sums due after final maturity, whether by acceleration or otherwise, at that rate.


 


DEFAULT. Each of the
following shall constitute an event of default ("Event of Default") under this Note.


 


Payment Default. Borrower
fails to make any payment when due under this Note.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related
documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Borrower.


 


Default in Favor of Third
Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's
ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related
documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading
at any time thereafter.


 


Insolvency. The
dissolution or termination of Borrowers existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


 


 






    	 	 	 



     


    

 





PROMISSORY NOTE 


	Loan No: 22118079	(Continued)	Page 3


 



 


Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This
includes a garnishment of any of Borrowers accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of
the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in
its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Change In Ownership. Any change in ownership
of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A
material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of
this Note is impaired.


 


LENDER'S RIGHTS. Upon
default, Lender may declare the entire indebtedness, including the unpaid principal balance under this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is responsible under this Note or any other agreement with
Lender pertaining to this loan, immediately due, without notice, and then Borrower will pay that amount.


 


ATTORNEYS' FEES; EXPENSES.
Lender may hire an attorney to help collect this Note if Borrower does not pay, and Borrower will pay Lenders reasonable attorneys'
fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees for filing, recording,
releasing to any public office any instrument securing this Note; the reasonable cost actually expended for repossessing, storing,
preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate of title to any motor
vehicle offered as security for this Note, or premiums or identifiable charges received in connection with the sale of authorized
insurance.


 


JURY WAIVER. Lender
and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.


 


GOVERNING LAW. This
Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State
of Texas without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Texas.


 


CHOICE OF VENUE. If
there is a lawsuit, and if the transaction evidenced by this Note occurred in Harris County, Borrower agrees upon Lender's request
to submit to the jurisdiction of the courts of Harris County, State of Texas.


 


COLLATERAL. Borrower acknowledges this Note
is secured by the following collateral described in the security instrument listed herein:


 


(A) a Commercial Pledge
Agreement dated March 10, 2020 made and executed between Black Ridge Oil & Gas, Inc. and Lender on collateral described as
securities or investment property.


 


LINE OF CREDIT. This
Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts,
may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests
be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of
an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.
This revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code.


 


 


 






    	 	 	 



     


    

 





PROMISSORY NOTE 


	Loan No: 22118079	(Continued)	Page 4


 



 


SUCCESSOR INTERESTS.
The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY US OF INACCURATE
INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information
about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(ies) should
be sent to Lender at the following address: CADENCE BANK, N.A. 3500 Colonnade Parkway, Suite 600 Birmingham, AL 35243.


 


GENERAL PROVISIONS. If
any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein
as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan, which would in
any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the
maximum Lender would be permitted to charge or collect by federal law or the law of the State of Texas (as applicable). Any such
excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded to Borrower. The right to accelerate maturity of
sums due under this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Lender does not intend to charge or collect any unearned interest in the event of acceleration. All sums paid
or agreed to be paid to Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of the loan evidenced by this Note until payment in
full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the applicable usury ceiling.
Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor,
notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral without the consent of or notice to anyone. All such parties also agree that Lender
may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 


BLACK RIDGE OIL & GAS, INC.


 


	By:	/s/ Kenneth DeBubellis

                                 Kenneth DeCubellis, Chief Executive/Interim Chief

                                 Financial Officer/Secretary of Black Ridge Oil & Gas,

                                 Inc.