Exhibit
10.1


 


AMENDED
AND RESTATED CONVERTIBLE PROMISSORY NOTE


 


	$1,107,069.28	September
  30, 2022



 


For
value received, GENERATION HEMP, INC., a Delaware corporation (the “Borrower”), promises to pay to GARY C. EVANS,
an individual, or his assigns (the “Holder”), the principal sum of $1,107,069.28 (U.S. Dollars), together with all
accrued and unpaid interest thereon as set forth below. It is expressly understood that the commitment to provide the principal sums
set forth on Exhibit A were agreed to on the dates thereon and all provisions of this unsecured promissory note shall be deemed effective
as of such dates and all financial obligations shall accrue from such dates with respect to such amounts. All payments of principal and
interest hereunder shall be made by check or wire transfer pursuant to wire transfer instructions that may be provided by the Holder
to the Borrower from time to time.


 


		1.	Payments;
                                            Conversion. The Borrower shall make the principal payment on January 1, 2023 to the
                                            Holder, together with accrued and unpaid interest hereunder. Notwithstanding to the contrary,
                                            all outstanding principal and all accrued and unpaid interest hereunder shall be due and
                                            payable in full at that time. In addition, the Holder shall have the option to convert the
                                            then outstanding balance of principal and interest under this Note into restricted shares
                                            of the Borrower’s Common Stock at a conversion price equal to $0.30 per share of Common
                                            Stock.



 


		2.	Alternative
                                            Payment. Any time prior to January 1, 2023, if Borrower raises new equity capital
                                            in the amount of three million dollars ($3,000,000.00) or greater, then within five (5) business
                                            days of closing, repayment of all outstanding principal and interest on this Convertible
                                            Promissory Note will be due.





		3.	Interest
                                            Rate. Simple interest on the unpaid principal balance of this Note shall accrue at
                                            the lesser of ten percent (10%) per annum and the highest rate permitted by law. If an Event
                                            of Default (as defined below) shall occur under this Note, interest shall immediately commence
                                            accruing at a default rate of fourteen percent (14%) per annum.



 


		4.	Default.
                                            The occurrence of any of the following events of default (each, an “Event of Default”)
                                            shall, at the option of the Holder thereof, make all principal and interest (to the extend
                                            accrued) then remaining unpaid hereon and all other amounts payable hereunder immediately
                                            due and payable, upon written demand, without presentment, or grace period, all of which
                                            hereby are expressly waived, except as set forth below:



 


		(a)	Failure
                                            to Pay Principal or Interest. The Borrower fails to pay any installment of principal
                                            or interest due under this Note when due and such failure continues for a period of five
                                            (5) days after written notice.



 






    	PROMISSORY NOTE – Page 1	 



     


    

 


		(b)	Receiver
                                            or Trustee. The Borrower shall make an assignment for the benefit of creditors, or applies
                                            for or consents to the appointment of a receiver or trustee for it or for a substantial part
                                            of its property or business; or such a receiver of trustee shall otherwise be appointed without
                                            the consent of the Borrower, which shall constitute an automatic Event of Default and shall
                                            result in all remaining unpaid principal and interest due hereon immediately due and payable
                                            without the written demand from the Holder.



 


		(c)	Bankruptcy.
                                            Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or
                                            relief under any bankruptcy law or any law, or the issuance of any notice in relation to
                                            such event, for the relief of debtors shall be instituted by or against the Borrower, which
                                            shall constitute an automatic Event of Default and shall result in all remaining unpaid principal
                                            and interest due hereon immediately due and payable without the written demand from the Holder.



 


		5.	Termination.
                                            Upon payment of all cash amounts due to the Holder as provided in this Note, the Borrower
                                            will forever be released from all of its payment obligations and liabilities under this Note
                                            and the Holder agrees to promptly return to the Borrower the Note marked “paid in full”.
                                            This Note may be prepaid, in whole or in part, without the prior consent of the Holder.



 


		6.	Miscellaneous



 


		(a)	Successors
                                            and Assigns. This Note shall be binding upon successors and assigns of the Borrower,
                                            and shall inure to the benefit of the successors and permitted assigns of the Holder.



 


		(b)	Severability.
                                            The unenforceability or invalidity of any provision or provisions of this Note shall not
                                            render any other provision or provisions herein contained unenforceable or invalid.



 


		(c)	Notice.
                                            Any notice or communication required to be given hereunder may be delivered by hand or deposited
                                            with an overnight courier (with overnight delivery instructions), if to the Borrower, to
                                            the address of the Borrower’s corporate headquarters, and if to the Holder, to the
                                            last address of the Holder set forth in the Borrower’s books and records. Notice shall
                                            be deemed given and received on the date sent if sent by personal delivery; and one (1) day
                                            after the date sent if sent by overnight courier.



 






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		(d)	Entire
                                            Agreement. This Note contains the entire and complete understanding between the parties
                                            concerning its subject matter and all representations, agreements, arrangements, and understandings
                                            between or among the parties, whether oral or written, have been fully merged herein and
                                            are superseded thereby, except for representations, agreements, and understandings between
                                            or among the parties made pursuant to the Purchase Agreement and any other agreements entered
                                            into in connection therewith and herewith. The Note may be modified only by a writing signed
                                            by both parties.



 


		(e)	Governing
                                            Law; Attorneys’ Fees. This Note shall be governed by and construed in accordance
                                            with the laws of the State of Texas, without giving effect to its principles regarding conflicts
                                            of law. Upon default, the breaching party agrees to pay to the non-breaching party reasonable
                                            attorneys’ fees, plus all other reasonable expenses, incurred by the non-breaching
                                            party in exercising any of the non-breaching party’s rights and remedies.



 


		(f)	Jurisdiction.
                                            The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the
                                            state courts of the State of Texas, Dallas County, and to the jurisdiction of the United
                                            States District Court for the State of Texas, for the purpose of any suit, action, or other
                                            proceeding arising out of or based upon this Note; (b) agree not to commence any suit, action,
                                            or other proceeding arising out of or based upon this Note except in the state courts of
                                            the State of Texas, Dallas County, or the United States District Court for the State of Texas;
                                            and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
                                            in any such suit, action, or proceeding, any claim that it is not subject personally to the
                                            jurisdiction of the above named courts, that its property is exempt or immune from attachment
                                            or execution, that the suit, action, or proceeding is brought in an inconvenient forum, that
                                            the venue of the suit, action, or proceeding is improper or that this Note or the subject
                                            matter hereof may not be enforced in or by such court.



 


		(g)	FINAL
                                            AGREEMENT. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND
                                            DELIVERED BY THE BORROWER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE EMBOTY
                                            THE FINAL, ENTIRE AGREEMENT OF THE BORROWER AND THE HOLDER WITH RESPECT TO THE INDEBTEDNESS
                                            EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS,
                                            AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BYT HIS
                                            NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
                                            ORAL AGREEMENTS OR DISCUSSIONS OF THE BORROWER AND THE HOLDER. THERE ARE NO ORAL AGREEMENTS
                                            BETWEEN THE BORROWER AND THE HOLDER.



 


		(h)	Subordination.
                                            By its acceptance hereof, the Holder agrees that the indebtedness evidenced by this Note,
                                            including the principal of and interest thereon, shall be subordinate to and subject in right
                                            of payment, to the extent hereinafter set forth, to the prior payment in full of all principal,
                                            interest, and any other sums then due on all existing or future Senior Indebtedness of the
                                            Borrower. The term “Senior Indebtedness” shall mean secured and unsecured indebtedness
                                            of the Borrower, or with respect to which the Borrower is a guarantor, for money borrowed
                                            by the Borrower from any financial institution or other sources prior to the date of this
                                            unsecured promissory note.



 


Signature
Page Follows


 




    	PROMISSORY NOTE – Page 3	 



     


    

 


IN
WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.


 


	 	GENERATION
    HEMP, INC.,	 	 
	 	a
    Delaware Corporation	 	 
	 	 	 	 
	 	By: 
    	/s/
    Joe McClaugherty	 	September
    30, 2022
	 	 	Joe McClaugherty	 	Date
	 	 	Lead Director	 	 



 




    	PROMISSORY NOTE – Page 4	 



     


    

 


PROMISSORY
NOTE


 


Exhibit
A


Schedule
of Principal Sums Drawn under Promissory Note


 


	Principal
    Sum Draw Date	 	Principal
    Sum Drawn	 
	July
    20, 2021	 	$	100,000.00	 
	August
    3, 2021	 	 	100,000.00	 
	August
    23, 2021	 	 	100,000.00	 
	September
    9, 2021	 	 	50,000.00	 
	September
    23, 2021	 	 	50,000.00	 
	September
    29, 2021	 	 	220,000.00	 
	October
    19, 2021	 	 	15,000.00	 
	November
    10, 2021	 	 	50,000.00	 
	November
    29, 2021 reduction in principal	 	 	(299,999.74	)
	December
    8, 2021	 	 	25,000.00	 
	March
    24, 2022	 	 	10,000.00	 
	March
    30, 2022	 	 	37,069.02	 
	April
    4, 2022	 	 	250,000.00	 
	April
    14, 2022	 	 	100,000.00	 
	April
    21, 2022	 	 	50,000.00	 
	April
    27, 2022	 	 	100,000.00	 
	May
    17, 2022	 	 	10,000.00	 
	May
    19, 2022	 	 	20,000.00	 
	May
    24, 2022	 	 	50,000.00	 
	August
    4, 2022	 	 	51,000.00	 
	August
    8, 2022	 	 	7,000.00	 
	August
    11, 2022	 	 	12,000.00	 
	Total	 	$	1,107,069.28	 





 


 


 


PROMISSORY
NOTE – Page 5