Exhibit 10.2


 


REVISED AND AMENDED UNSECURED PROMISSORY
NOTE


 


	$480,500.00		May 19, 2022



 


For value received, GENERATION HEMP, INC., a Delaware
corporation (the “Borrower”), promises to pay to Investment Hunter, LLC, a Texas LLC, or its assigns (the “Holder”),
the principal sum of $480,500.00 (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 individual principal sums which total $480,500.00 was agreed to on the date of each individual
loan advance, as presented in Exhibit A, attached hereto, and all provisions of this unsecured promissory note shall be deemed effective
as of such date and all financial obligations shall accrue from such date with respect to each amount.


 


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. The Borrower shall make the principal
payment on June 30, 2022 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.



 


		2.	Alternative Payment. Any time prior to June
30, 2022, 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 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 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.



 


		(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.



 


INVESTMENT HUNTER, LLC 


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, 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


 


INVESTMENT HUNTER, LLC 


PROMISSORY NOTE – Page 2


 






     


     


    

 





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


 


	 	GENERATION HEMP, INC.,
	 	a Delaware Corporation


 


	 	/s/ Gary C. Evans





	 	By:	Gary C. Evans, CEO


 


 


INVESTMENT HUNTER, LLC 


PROMISSORY NOTE – Page 3


 






     


     


    

 


PROMISSORY NOTE


 


Exhibit A


Schedule of Principal Sums Drawn under Promissory
Note


 


	Principal Sum Draw Date	 	Principal Sum Drawn	 
	1/4/22	 	$	60,000.00	 
	1/11/22	 	 	25,000.00	 
	1/20/22	 	 	60,000.00	 
	1/28/22	 	 	75,000.00	 
	2/10/22	 	 	25,000.00	 
	2/14/22	 	 	25,000.00	 
	2/17/22	 	 	65,000.00	 
	3/1/22	 	 	40,000.00	 
	3/3/22	 	 	20,000.00	 
	3/17/22	 	 	44,000.00	 
	3/23/22	 	 	1,500.00	 
	5/11/22	 	 	40,000.00	 
	 	 	 	 	 
	Total	 	$	480,500.00	 




 


 


INVESTMENT HUNTER, LLC 


PROMISSORY NOTE – Page 4