The Restated Note amends and restates in its entirety that certain promissory note dated June 1, 2019 in the original principal amount of $2,700,000 (the “Original Note”) issued by Barrister Energy, LLC, a Mississippi limited liability company (“Barrister”), the initial borrower of the Original Note, in favor of the Lender, which Original Note was amended on May 14, 2020, and thereafter assigned on June 16, 2020 by Barrister to Borrower by that certain Assignment, Assumption and Amendment of Promissory Note.

The Original Note is being amended and restated by the Restated Note as set forth herein to, among other things, reflect that the Lender and the Borrower agreed to change the repayment date of the Original Note to October 1, 2021, as the new repayment date. Borrower and Lender hereby agree that as of the Effective Date, the Original Note is hereby amended, restated, and replaced in its entirety by this Restated Note to read as follows:

ARTICLE 1
PAYMENT TERMS

1.1Repayment. For Value Received, Borrower hereby irrevocably and unconditionally promises to pay to the order of Lender, as payee, the principal sum of Two Million Seven Hundred Thousand Dollars ($2,700,000.00) (the “Principal Amount) in lawful money of the United States of America and in immediately available funds. This Restated Note shall be non-interest bearing. The Principal Amount under the Restated Note shall be due and payable on October 1, 2021 (the “Maturity Date”).  This Restated Note may be prepaid in whole or in part at any time.  

1.2Absolute Obligation/Ranking. This Restated Note is a direct and unconditional debt obligation of the Borrower.  Except as expressly provided herein, no provision of this Restated Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the Principal Amount of this Restated Note at the time, place, and rate, and in the coin or currency, herein prescribed.   

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1.3Security Interest. The obligations of the Borrower to the Lender under this Restated Note are secured and collateralized by certain oil and gas assets of Barrister, as indicated on Exhibit A attached hereto (the “Collateral”). Until the Principal Amount is paid in full, and the Borrower performs all its obligations under the Restated Note, the Lender will retain title to the assets contained on Exhibit A but assign the revenues from same.  Upon payment in full of the Principal Amount, Lender shall immediately release the Collateral by transferring the title of the Collateral to the Borrower without any additional notices from the Borrower. 

ARTICLE 2
DEFAULT AND REMEDIES

2.1Events of Default.  Each of the following shall constitute an event of default (“Event of Default”): 

(a)Failure to Make the Required Payment.  Failure by Borrower to pay the Principal Amount on the Maturity Date pursuant to this Restated Note which non-payment continues for five (5) business days following the date of written notice thereof to Borrower by Lender. 

(b)Voluntary Bankruptcy.  The commencement by Borrower of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law (“Bankruptcy Laws”), or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower or its subsidiaries or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Borrower generally to pay its debts as such debts become due, or the taking of corporate action by Borrower or its subsidiaries in furtherance of any of the foregoing. 

(c)Involuntary Bankruptcy. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Borrower or any of its subsidiaries in an involuntary case under any applicable Bankruptcy Laws; or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Borrower or any subsidiary for any substantial part of its property, or ordering the winding-up or liquidation of Borrower’s  or any of its subsidiaries’ affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. 

(d)Dissolution or Liquidation.  If Borrower or any of its subsidiaries ceases to carry on its business or disposes (whether by license, lease, sale, settlement, encumbrance or otherwise) of substantially all of its assets other than in the ordinary course of its business; or commences dissolution or liquidation. 

2.2Remedies. Upon the occurrence of any Event of Default specified in this Article 2 hereof, Lender may enforce the unpaid Principal Amount due, among other remedies, by summary proceeding or similar action in the jurisdiction(s) where enforcement is sought, as well as by any other enforcement or action at law or in equity permissible by law. Lender is also entitled to immediately retain title to the Collateral set forth on Exhibit A. The Borrower and any of its subsidiary hereby waive presentment, demand, or notice of dishonor with respect to the obligations of this Restated Note.  In addition to the rights and remedies given it by this Restated Note, the Lender shall have all those rights and remedies allowed by applicable laws, and recourse to one or more right or remedy shall not constitute a waiver of the others.   

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ARTICLE 3.
COVENANTS AND WARRANTIES OF BORROWER

So long as this Restated Note shall remain in effect and until any outstanding Principal Amount has been paid in full, unless the Lender shall otherwise consent in writing, the Borrower and any of its subsidiaries (whether existing or becoming a subsidiary after the Effective Date), shall not (I) borrow funds, incur or increase indebtedness or credit, or grant an encumbrance or lien to any person that is senior in any way to the Restated Note in respect of payment, priority or preference, or (ii) modify any existing debt or encumbrance in materially adversely affect the rights of Lender, as the noteholder of the Restated Note (by way of example only and without limitation, increasing the amount of existing senior debt, or changing or modifying rights of other existing creditors or lien holders that would in any material respect reduce the security interest or rights of the Lender).

ARTICLE 4.
NOTICE AND OTHER INSTRUMENTS.

All notices, reports or other documents and communications that are required or permitted to be given to the Parties under this Agreement shall be sufficient if given in writing and delivered in person, by email, by overnight courier, or by registered or certified mail, postage prepaid, return receipt requested, to the receiving Party at the address listed on the first page of this Restated Note or to such other address as such Party may have given to the other by written notice pursuant to this Article 4. Notice shall be deemed given on the earlier of (I) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) on the delivery or refusal date, as specified on the return receipt, in the case of overnight courier or registered or certified mail.

ARTICLE 5
NO ORAL CHANGE

This Restated Note may not be modified, amended, waived, extended, changed, discharged, or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

ARTICLE6
GOVERNING LAW; VENUE, JURY TRIAL WAIVER 

This Restated Note and the rights, remedies, powers, covenants, duties and obligations of the parties herein shall be construed and enforced in accordance with the laws of the State of Mississippi, without regard to the conflict of laws provisions thereof. Any legal suit, action or proceeding arising out of or relating to this Restated Note shall be instituted exclusively in the state or federal courts of the State of Mississippi (and any appellate courts thereof). EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS RESTATED NOTE OR ANY OBLIGATIONS HEREUNDER.

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ARTICLE 7
ENTIRE AGREEMENT AND AMENDMENT

This Restated Note constitutes the entire agreement between the parties with respect to the subject matter hereof and referenced herein and supersedes and terminates any prior agreements between the parties (written or oral) with respect to the subject matter hereof, including, without limitation, the Original Note. Any amendment or modification to, or waiver of any provision of, this Restated Note may be made with, and only with, the written consent of Borrower and Lender. This Restated Note may be amended only by an instrument in writing executed by the parties hereto.

ARTICLE 8
SEVERABILITY

Should any one or more of the provisions of this Restated Note be determined to be illegal or unenforceable, all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby. To the extent that a court determines that any provision herein is unreasonable in light of the circumstances, the court shall revise such provision in a manner that the court determines to be reasonable and to implement the intention of this Restated Note most clearly.

ARTICLE 9
ASSIGNMENT

Borrower may transfer or assign this Restated Note with the consent and notice of the Lender, in accordance with all applicable laws and regulations, which consent may not be unreasonably withheld.

ARTICLE 10
MISCELLENEOUS

This Restated Note will inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors, and permitted assigns. This Restated Note may be executed in multiple counterparts, including without limitation by facsimile, pdf or other electronic document transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The undersigned executing this Restated Note on behalf of the Borrower and delivering it to the Lender hereby represents and warrants that he does so with all corporate authority of the Borrower. Unless the context requires otherwise, the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words in this Restated Note refer to this entire Restated Note. Unless the context requires otherwise, words in this Restated Note using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders. References in this Restated Note to “dollars”, “Dollars” or “$” are to U.S. dollars. This Restated Note was prepared jointly by the parties and no rule that it be construed against the drafter will have any application in its construction or interpretation.

[Signature Page Follows]

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IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has caused this Amended and Restated Promissory Note to be duly executed by the undersigned as of this 29^th day of May, 2021.

COJAX OIL AND GAS CORPORATION 

By: /s/ Jeffrey J. Guzy
      Name: Jeffrey J. Guzy

      Title: Chief Executive Officer

Acknowledged and agreed, effective as of the Effective Date:

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Exhibit A

Collateral

Attached to and made a part of that certain assignment dates effective June 1st, 2019 by and between Central Operating, LLC as Assignor and Barrister Energy, LLC as Assignee

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