Exhibit 4.1


       


       

    
    
      	 		 


    

    

    
   
 


SECURED PROMISSORY NOTE
$44,000,000.00 January 21, 2022 FOR VALUE RECEIVED, American Metals Recovery and Recycling Inc., having an address at 4306 Westbank Dr.
B-l I0 Austin, Texas 78746 (“Maker”). promises to pay to the order of GNET ATC INC. (“Lender”). having an address
at 2801 Network Blvd. Ste. 300 Frisco, Texas 75034. or at such other address as the holder of this Note may specify, the principal sum
of (US$44,000,000.00) (the “Principal Balance”) with interest thereon, payable monthly at the rate of TEN PERCENT (10%) per
annum with a maturity date of January 21, 2025 (“Maturity Date") Option to Extend Maturity Date. Maker shall have the two
options to extend the Maturity Date twelve (12) months each time the option is exercised. (“Option”) Maker shall pay a fee
equal to 1% of the outstanding principal balance at the time each Option is exercised. Principal. Maker’s payments of the principal
amount to Lender must be paid in equal monthly payments starting on September 23, 2022 with the final payment on the Maturity Date.
lnterest. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed and shall be payable by Maker
to Lender as a balloon payment at the Maturity Date. Maker may prepay the principal amount outstanding in whole or in part at any time
without penalty, provided that Maker pays all accrued interest on such prepayment therewith. Any partial prepayment shall be applied
against the last payments due hereunder, in the inverse order of maturity, and shall not postpone the due date of any other payments.
ln the event Maker prepays the principal amount in full including all accrued interest, Maker will be obligated to pay Lender twelve
( l 2) months interest. None of the provisions of this Note may be waived, changed, or terminated orally or otherwise, except by a writing
duly executed by Maker and Lender. This Note sets forth the entire understanding between Maker and Lender relating to the subject matter
hereof and supersedes all prior agreements and understandings, whether oral or written, relating thereto. This Note and the rights and
obligations of Maker and Lender hereunder shall be governed by the laws of the State of Texas without regard to principles of conflicts
of lawst Maker and Lender agree that in any action or proceeding brought on or in connection with this Note any court of competent jurisdiction
within the state of Texas shall have exclusive jurisdiction of any such action or proceeding. Maker represents and warrants that (a)
it is a corporation duly organized and existing under the laws of the state of Nevada and is duly qualified to do business and is
in good standing in every state where the failure to qualify would material I y and adversely affect the financial condition of
Maker; and (b) the execution. issuance and delivery of this Note by Maker are within its company powers and have been duly authorized
by all necessary company action, and this Note is valid, binding, and enforceable in accordance with its temis, and is not in violation
of law or of the terms of Maker’s organizational documents and docs not result in the breach of or constitute a default under any
indenture by which it or its property may be bound or affected. All representations and warranties contained herein or otherwise made
in writing in connection herewith shall be true and correct and with the same force and effect as though such representations and warranties
had been made on and as of the date of the making of any such borrowing. No delay or omission on the pan of Lender in exercising any
right hereunder shall operate as a waiver of such right or of any other right under this Note or any supporting document. A waiver on
any one occasion shall not be construed as a Waiver of any such right or remedy on any fi.|ture occasion. This Note is subject to
the express condition that at no time shall Maker be obligated or required to pay interest on the Principal Balance at a rate which could
subject Lender to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is permitted by law
to contract or agree to pay. lf, by the terms of this Note, Maker is at any time required or obligated to pay interest on the Principal
Balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such
maximum rate and interest payable hereunder shall be computed at such rate and the portion of all interest payments in excess of such
maximum rate shall be applied and shall be deemed to have been payments in reduction of the Principal Balance. This Note may be sold,
assigned, or split apart upon written agreement between the parties at any time. Executed effective as of the date first set forth
above. American Metals Recovery and Recycling Inc., (“Maker”) GNET ATC INC. (“Lender”) ”'/ M/' to /"
_/"1' 7‘ A _V/M‘? :70’ ~\.._.. By: //V By: /7 /L’ . Nam¢I/ James Frinzi CEO Name: James G0 dman Titlez‘
Tillei Chairman ‘ {N0494l40. 2; 2