Exhibit 10.1


 


The
securities evidenced by this Note and the underlying Conversion Stock have not been registered under the Securities Act of 1933,
as amended. Such securities may not be sold or otherwise transferred except in a transaction which, in the opinion of securities
counsel reasonably satisfactory to PPK, is exempt from registration under applicable federal securities laws or pursuant to an
effective Registration Statement thereunder.


 


 


PPK
INVESTMENT GROUP, INC.


 


CONVERTIBLE
NOTE


 


$620,000March
24, 2021Wilburton, Oklahoma


 


FOR
VALUE RECEIVED, PPK INVESTMENT GROUP, INC., an Oklahoma Corporation with offices at 1704 Rock Island Ave., Wilburton, Oklahoma
74578 (“PPK”) promises to pay to the order of MJ HARVEST, INC., a Nevada corporation with offices at 9205 West Russell
Road, Suite 240, Las Vegas, NV 89139 (“MJHI”), the principal sum of $620,000.00 United States Currency, together with
interest thereon accruing from and after March 24, 2021, as specified in this Convertible Note (the “Note”).


 


This
NOTE is issued upon the following terms, to which PPK, for itself and its successors, agrees as follows:


 


		1.	Interest
                                         Rate. This NOTE shall bear interest at the rate of Six Percent (6%) per annum. Simple
                                         interest shall accrue on this NOTE until maturity. In the event this NOTE is not paid
                                         on the maturity date, this NOTE shall thereafter bear interest until paid at the rate
                                         of Twelve Percent (12%) per annum. In the event of conversion, this note will be converted
                                         in the whole principal amount only and all interest accrued to the date of conversion
                                         will be foregiven by MJHI.



 


		2.	Maturity.
                                         Unless converted, the entire outstanding unpaid principal and all accrued but unpaid
                                         interest shall be due and payable at maturity on September 1, 2021; by cash, cashier's
                                         check, or wire transfer in lawful money of the United States at MJHI's address or at
                                         such other place as MJHI may designate in writing ten days before maturity. 



 


		3.	Transfer.
                                         This NOTE is non-transferable without the prior written consent of MJHI. Upon an approved
                                         transfer, any NOTE executed and delivered to the transferee shall bear the following
                                         restrictive legend:



 


"The
securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended. Such securities
may not be sold or otherwise transferred except in a transaction which, in the opinion of securities counsel reasonably satisfactory
to PPK, is exempt from registration under applicable federal securities laws or pursuant to an effective Registration Statement
thereunder.


 




    	 



    	 



    

 


		4.	NOTE
                                         Holder Not Shareholder. This NOTE does not confer upon MJHI any right to vote or
                                         consent or to receive notice as a shareholder of PPK by virtue of MJHI’ ownership
                                         of the NOTE. 



 


		5.	Conversion
                                         Rights. MJHI, in its sole discretion at any time prior to maturity, but only after
                                         approval of the PPK cannabis license renewal application by the State of Oklahoma, and
                                         the corresponding approval by the State of Oklahoma of MJHI as a shareholder of PPK,
                                         may convert it, in whole only, into the face amount equivalent of a 6.2% interest in
                                         PPK’s fully paid and nonassessable shares of PPK Common Stock (the "Common
                                         Stock"). The number of shares of Common Stock issuable to MJHI upon conversion will
                                         be determined based on the capital structure of PPK existing at the time of conversion
                                         so that the number of shares of PPK Common Stock issued to MJHI equal 6.2% of the total
                                         shares outstanding immediately after the conversion. The shares issuable pursuant to
                                         this conversion feature are hereafter referred to as “Conversion Stock.”



 


The
conversion of the NOTE shall be on the following terms and conditions:


 


		(a)	In
                                         the event MJHI notifies PPK of its intention to convert, the accrued interest will be
                                         forgiven by MJHI.



 


		(b)	Conversion
                                         of this Note into PPK Common Stock (as limited by the requirement of prior approval by
                                         the State of Oklahoma), will be further subject to the terms and conditions of the Securities
                                         Purchase Agreement (“SPA”) which is executed with an effective date of the
                                         date of conversion, and provides for an aggregate investment of $1,000,000 by MJHI into
                                         PPK, consisting of $620,000 payable through the conversion of this Convertible Note,
                                         and $380,000 through issuance of 1,520,000 shares of MJHI Common Stock at an issuance
                                         price of $0.25 per share. 



 


		(c)	In
                                         order to convert this NOTE into Conversion Stock, MJHI shall surrender, at the principal
                                         office of PPK, this NOTE duly endorsed to PPK and give written notice to PPK that MJHI
                                         elects to convert this NOTE. MJHI shall thereafter be treated for all purposes as the
                                         record holder of the Conversion Stock into which this NOTE is convertible. As promptly
                                         as possible thereafter, PPK shall issue and deliver to MJHI certificates representing
                                         the number of shares of Conversion Stock into which this NOTE has been converted. Thereupon,
                                         this NOTE shall be deemed to be satisfied and discharged, and the shares of Conversion
                                         Stock shall be fully paid and nonassessable. Each certificate representing the shares
                                         of common stock into which this NOTE has been converted shall bear the restrictive legend
                                         set forth in Paragraph 3 herein.



 


		(d)	No
                                         conversion shall be made by PPK while its stock transfer books are closed. Any request
                                         for conversion received while the stock transfer books are closed shall be





    	 



    	 



    

given
effect as soon as the stock transfer books are reopened.


 


		(e)	The
                                         Board of Directors of the Corporation shall have the right from time to time to adopt
                                         specific rules of procedure to carry out the full intent of the Conversion provisions
                                         set forth herein and to do all reasonable acts necessary thereto, provided that such
                                         rules and acts shall not violate the specific terms of this debt instrument.



 


		6.	Adjustment
                                         in Number of Shares. The number of shares of Conversion Stock issuable upon conversion
                                         of this NOTE will be adjusted from time to time to reflect changes in the capitalization
                                         of PPK. When the number of shares of Common Stock of PPK outstanding at any given time
                                         is changed to reflect a stock dividend, merger, recapitalization, or other similar adjustment
                                         is made, the number of shares of Conversion Stock issuable on conversion will be adjusted
                                         up or down to give economic affect to the conversion rights. 



 


		7.	Notices.
                                         So long as this NOTE is outstanding, PPK will notify MJHI or the NOTE holder, as the
                                         case may be, of any change in the capitalization of PPK that would or could require an
                                         adjustment, in accordance with Paragraph 6, in the number of shares of Conversion Stock
                                         into which the NOTE may be converted.



 


		8.	Events
                                         of Default. The following events shall constitute events of default under this NOTE
                                         and shall entitle MJHI to the remedies set forth.



 


		a.	This
                                         NOTE shall be in default upon the failure of PPK to pay any interest or principal payment
                                         in accordance with the terms of this NOTE.



 


		b.	This
                                         NOTE shall be in default in the event: PPK files any petition under any section of the
                                         United States Bankruptcy Act; any petition is filed against PPK under the United States
                                         Bankruptcy Act; PPK is adjudged bankrupt; or PPK makes any general assignment or trust
                                         deed or trust mortgage for the benefit of creditors; or takes advantage of any other
                                         insolvency act; or if any receiver, trustee, conservator, custodian, or similar officer
                                         is appointed for PPK.



 


		c.	This
                                         NOTE shall be in default if PPK is declared to be in default under any senior credit
                                         facility.



 


		d.	This
                                         NOTE shall be in default in the event the PPK cannabis license renewal application is
                                         denied.



 


		9.	Remedies
                                         on Default. From and after the date of any default, the NOTE may be accelerated and
                                         MJHI may demand payment of the entire unpaid balance and all accrued but unpaid interest.
                                         Upon a default, it shall not be necessary for the NOTE holder to declare the NOTE due.
                                         



 




    	 



    	 



    

		10.	Prepayment.
                                         This NOTE may not be prepaid.



 


		11.	Costs
                                         of Collection. If MJHI undertakes collection of this NOTE, PPK agrees to pay all
                                         costs of collection, including reasonable attorney's fee. PPK waives presentment for
                                         payment, notice of non-payment, protest and demand, and notice of protest, of demand
                                         and of dishonor, and the benefit of any exemption laws.



 


		12.	Notices.
                                         Any notice to PPK provided in this NOTE shall be in writing and shall be given and effective
                                         upon (1) actual delivery to PPK or (2) mailing such notice by first-class U.S. mail,
                                         addressed to PPK at the address listed above or such other address as PPK may designate
                                         or (3) by facsimile transmission directed to PPK at PPK's then current facsimile number.
                                         Any notice to MJHI provided in this NOTE shall be in writing and shall be given and effective
                                         upon (1) actual delivery to MJHI or (2) mailing such notice by first-class U.S. mail,
                                         addressed to MJHI at MJHI's address aforesaid or such other address as MJHI may designate
                                         by notice to PPK or (3) by facsimile transmission directed to MJHI at MJHI's then current
                                         facsimile number. If notice is sent to either party by facsimile transmission, the original
                                         hard copy shall be forwarded to the party entitled thereto within ten (10) days of facsimile
                                         transmission.



 


		13.	Miscellaneous.
                                         This NOTE is to be construed and enforced in accordance with the laws of the State of
                                         Oklahoma. Jurisdiction for enforcement and collection of the NOTE shall be the State
                                         of Oklahoma, and venue shall be Oklahoma County, Oklahoma. 



 


PPK
INVESTMENT GROUP, INC.:


 


 


/s/Ralph
Clinton Pyatt III 


Ralph
Clinton Pyatt III, President


 


 


 


Accepted
by MJHI this 24th day of March, 2021.


 


 


/s/
Patrick Bilton 


Patrick
Bilton, Chief Executive Officer