Exhibit 10.19


 


AMENDED AND RESTATED SUBORDINATED PROMISSORY
NOTE


 


		$250,000.00	Original Date of Note,

                                                                         December 31, 2020




 


For value received, GENERATION
HEMP, INC., a Delaware corporation (the “Borrower”), promises to pay to PATRICE MCNICOLL, an individual,
or his assigns (the “Holder”), the principal sum of $250,000.00 (U.S. Dollars), together with all accrued and unpaid
interest thereon as set forth below. All payments of principal and interest hereunder shall be made by wire transfer pursuant to wire
transfer instructions that may be provided by the Holder to the Borrower from time to time.


 


This Amended and Restated
Subordinated Promissory Note (this “Note”) has been delivered, as of January 31, 2022, pursuant to the original Subordinated
Promissory Note, dated December, 31, 2020 , between Borrower and Holder (the “Original Note”), and pursuant to that
certain Asset Purchase Agreement (the “Purchase Agreement”), by and among Generation Hemp, Inc., a Texas corporation,
the Borrower, OZ Capital, LLC, a Texas limited liability company, OZC Agriculture KY, LP, a Texas limited partnership, the Holder and
the Owners set forth on the signature pages to the Purchase Agreement, dated March 7, 2020, as amended, and shall be governed by the terms
of such Purchase Agreement. Any capitalized terms used herein and not defined herein, shall have the meanings set forth in the Purchase
Agreement. This Note amends and restates the obligations contained in the Original Note and all amendments thereto in all respects.


 


1. Payments.
The Borrower shall make a principal payment of $50,000.00 to the Holder on or before March 31, 2022. The Borrower shall make a principal
payment of $200,000.00 to the Holder, together with accrued and unpaid interest hereunder, on June 30, 2022. Notwithstanding to the contrary,
all outstanding principal and all accrued and unpaid interest hereunder shall be due and payable in full on June 30, 2022.


 


2. Alternative
Payment. Any time prior to June 30, 2022, if Borrower raises new equity capital in the amount of five million dollars ($5,000,000.00)
or greater, then within twenty (20) business days of closing, repayment of all outstanding principal and interest on this Subordinated
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 twelve percent (12%) 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 hereof, make all principal and interest (to the extent 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.


 


(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 or 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.


 


SUBORDINATED PROMISSORY NOTE – Page 1









     


     


    

 


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.


 


(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, arrangements and understandings between or among the parties made pursuant
to the Purchase Agreement and any other agreements entered into in connection therewith and herewith. This 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) Offset.
The Holder agrees that the Borrower will have the right to offset any losses provided for in the Purchase Agreement against any sums payable
hereunder to the Holder.


 


(h) 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 EMBODY 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 BY THIS 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.


 


(i)  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.


 


Signature Page Follows


 


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


 


	 	GENERATION HEMP, INC.,
	 	 	 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Gary C. Evans
	 	 	Gary C. Evans, Chairman and CEO



 


 


SUBORDINATED PROMISSORY NOTE – Page 3