Blueprint








EXHIBIT 10.3






 


NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 

 


 


PROMISSORY
NOTE

 


AMENDED
AND RESTATED PROMISSORY NOTE


 


	


EFFECTIVE DATE:

	


January 3, 2011


	
 

	
 


	


AMENDMENT DATE:

	


April 1, 2019


	
 

	
 


	


BORROWER:

	


Amazing Energy, LLC or its successors (or the
"Company")


	
 

	
 


	


BORROWER'S MAILING ADDRESS:

	


5700 W. Plano Parkway, Suite 3600


	


(including county)

	


Plano, Collin County, TX 75093


	
 

	
 


	


LENDER (collectively):

	


Arnold Jed Miesner, husband, and Lesa Renee Miesner,
wife


	
 

	
 


	


LENDER'S MAILING ADDRESS

	


1 Woodstone Street


	


(including county)

	


Amarillo, Potter County, TX 79106


	
 

	
 


	


PLACE FOR PAYMENT:

	


1 Woodstone Street


	


(including county)

	


Amarillo, Potter County, TX 79106


	
 

	
 


	


PRINCIPAL AMOUNT:

	


$2,840,000 (Two Million Eight Hundred Forty Thousand
Dollars)


	
 

	
 


	


MATURITY DATE:

	


January 1, 2031






 


ANNUAL
INTEREST RATE ON UNPAID PRINCIPAL:

 


The
outstanding principal balance of this Promissory Note ("Promissory
Note") shall bear interest at a rate of Prime (as reported by the
Happy State Bank and Trust Co.) plus two percent (2%) from the date
of amendment through the Maturity Date. Each payment shall be
applied first to accrued and unpaid interest and then to principal.
All outstanding and accrued interest prior to the Amendment Date
carry forward to this Promissory Note and are subject to the terms
and conditions of this Promissory Note.

 


ANNUAL
INTEREST RATE ON MATURED, UNPAID AMOUNTS:

 


All
matured amounts and amounts in default shall bear interest at the
highest lawful rate.


 





	













 

1



PROMISSORY NOTE








 










TERMS
OF PAYMENT (PRINCIPAL AND INTEREST):

 


Annual
payments of principal and accrued interest, payable pursuant to
this amended note, are due on December 31 of each year, beginning
December 31, 2019, in an amount sufficient to equally amortize all
amounts due hereunder over a period beginning on the date of
amendment of this Promissory Note and ending on the Maturity Date,
such that at the Maturity Date, there shall be no outstanding
amount due.

 


SECURITY
FOR PAYMENT:

 


This
Promissory Note is secured by a leasehold deed of trust covering
certain oil and gas leasehold interests more particularly described
therein recorded in the real property records of Pecos County,
Texas (the "Deed of
Trust"). Borrower
hereby authorizes Lender, at any time or times after an Event of
Default (as hereinafter defined), to: (i) notify any or all debtors
that the accounts receivable have been assigned to Lender and that
Lender has a security interest therein; and (ii) direct
such debtors to make all payments due from them to Borrower upon
the accounts receivable directly to a lock box designated by
Lender. Lender shall promptly furnish Borrower with a copy of any
such notice sent. Any such notice, in Lender's sole discretion, may
be sent on Borrower's letterhead, in which event Borrower shall
co-sign such notice with Lender.

 


BORROWER'S
PROMISE TO PAY:

 


Borrower promises
to pay to the order of Lender at the place for payment and
according to the terms of payment the principal amount plus
interest at the rates stated above. All unpaid amounts shall be due
by the final scheduled payment date.

 


BORROWER'S
RIGHT TO PREPAY:

 


Borrower
understands that it has the right to make payments of principal at
any time before they are due provided the Lender agrees in writing.
A payment of principal only is known as a
"prepayment."

 


Borrower
understands that it may make a full prepayment or partial
prepayments without paying any prepayment charge. The Lender will
use all of Borrower's prepayments to reduce the amount of principal
that is owed under this Promissory Note. If Borrower
makes a partial prepayment, there will be no changes in the due
date or in the amount of the regular monthly payment unless the
Lender agrees in writing to such changes.

 


INTEREST
OR CHARGES:

 


If a law,
which applies to this Promissory Note and which sets maximum
charges, is finally interpreted so that the interest or other
charges collected or to be collected in connection with this
Promissory Note exceed the permitted limits, then: (i) any such
charge shall be reduced by the amount necessary to reduce the
charge to the permitted limited; and (ii) any
sums already collected from Borrower which exceeded permitted
limits will be refunded to Borrower. The Lender may choose to make
this refund by reducing the principal owed under this Promissory
Note or by making a direct payment to Borrower. If a refund reduces principal, the
reduction will be treated as a partial prepayment


 



 

2



PROMISSORY NOTE







 






 


BORROWER'S
DEFAULT:


 




(a)

Default. Borrower shall be in default under this
Promissory Note upon the happening of any condition or
event set forth below:      







 



(i)

Borrower does not
pay the full amount of each payment on the date it is
due.





 



(ii)

The commencement of
any proceeding under any bankruptcy or insolvency laws by
or against Borrower which results in the entry of an order for
relief which remains undismissed, undischarged or unbonded for a
period of 60 days or more.    








 



(iii)


Default by Borrower
in the punctual performance of any obligation, covenant, term or
provision contained in the Deed of Trust, and such default shall
continue unremedied for a period of twenty (20) days or more
following written notice of default by Lender to
Borrower.





 




(b)

Notice
of Default





 


If Borrower
is in default, the Lender may send Borrower a written notice
telling Borrower that if it does not cure the default by a certain
date, the Lender may require it to pay immediately the
full amount of principal which has not yet been paid, all unpaid
interest owed on the outstanding principal and all other sums
payable by Borrower to Lender under this Promissory Note. The date
must be at least twenty (20) days after the date on which the
notice is delivered or mailed to Borrower.

 




(c)

No
Waiver of Lender 






 


Even
if, at a time Borrower is in default, the Lender does not require
Borrower to pay immediately in full as described above, the Lender
will still have the right to so require if Borrower is in default
at a later time.

 




(d)

Payment
of Lender's Costs and Expense





 


If the
Lender has required Borrower to pay immediately in full as
described above, the Lender will have the right to be reimbursed by
Borrower for all of its costs and expenses in enforcing this
Promissory Note. Those expenses include, for example, court costs
and attorneys' fees.

 


LENDER'S
CONVERSION RIGHT.


 


(a) At any time after
two (2) years following the Amendment Date until this Promissory
Note is no longer outstanding, this Promissory Note and/or the
Interest shall be convertible into shares of Common Stock
("Shares") at the option of the Lender, in whole or in part at any
time and from time to time. In the event the Company is not
converted to a "C" corporation, the conversion would be effected
into the equivalent of "Member Interests" on the basis "as if'' all
Member Interests were converted into shares of Common Stock (for
clarity, if the shares of
Common stock would equal I% of the issued and outstanding shares of
Common Stock at the time of conversion, the Lender would receive I%
Member Interests). For ease of clarity, all references in this
Section below shall refer to Common Stock. The Lender shall effect
conversions by delivering to the Company the form of Notice of
Conversion attached hereto as Annex A
(a "Notice
of Conversion"), specifying therein the principal amount of
Promissory Note to be converted and the date on which such
conversion is to be effected (a "Conversion Date"). If no
Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such Notice of Conversion is
provided hereunder. To effect conversions hereunder, the
Lender
shall not be required to physically surrender Promissory Note to
the Company unless the entire principal amount of this Promissory
Note plus all accrued and unpaid interest thereon has been so
converted. Conversions hereunder shall have the effect of lowering
the outstanding principal amount of this Promissory Note in an
amount equal to the applicable conversion. The Lender and the
Company shall maintain records showing the principal amount
converted and the date of such conversions. The Company shall
deliver any objection to any Notice of Conversion within 1 Business
Day of receipt of such notice. In the event of any dispute or
discrepancy, the records of the Lender shall be controlling and
determinative in the absence of manifest error. The Lender and any
assignee, by acceptance of this Promissory Note, acknowledge and
agree that, by reason of the provisions of this paragraph,
following conversion of a portion of this Promissory Note, the
unpaid and unconverted principal amount of this Promissory Note may
be less than the amount stated on the face
hereof.

 





	

 









 


 

3



PROMISSORY NOTE








 





 


(b) Not later than five
Business Days after any Conversion Date, the Company will deliver
to the Lender a certificate or certificates representing the
underlying Shares representing the number of shares of Common Stock
being acquired upon the conversion of Promissory Note (including,
if so timely elected by the Company, shares of Common Stock
representing the payment of accrued interest) and (8) a bank check
in the amount of accrued and unpaid interest (if the Company is
determines to pay accrued interest in cash). The Company shall, if
available and if allowed under applicable securities laws, use its
best efforts to deliver any certificate or certificates required to
be delivered by the Company under this Section electronically
through the Depository Trust Corporation or another established
clearing corporation performing similar functions, if permitted
under applicable federal securities laws. If in the case of any Notice
of Conversion such certificate or certificates are not delivered to
or as directed by the applicable Lender by the fifth Trading Day
after a Conversion Date, the Lender shall be entitled by written
notice to the Company at any time on or before its receipt of such
certificate or certificates thereafter, to rescind such conversion,
in which event the Company shall immediately return the
certificates representing the principal amount of Promissory Note
tendered for conversion.


 




(c)

i) The conversion
price in effect on any Conversion Date shall be equal to 
$0.60
(subject to adjustment herein)(the "Set
Price").






 


ii. If the Company, at any time
while the Promissory Notes are outstanding: (A) shall pay a stock
dividend or otherwise make a distribution or distributions on
shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by
the Company pursuant to this Promissory Note , including as
interest thereon), (B) subdivide outstanding shares of Common Stock
into a larger number of shares, (C) combine (including by way of
reverse stock split) outstanding shares of Common Stock into a
smaller number of shares, or (D) issue by reclassification of shares of
the Common Stock any shares of capital stock of the Company, then
the Set Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which
the denominator shall be the number of shares of Common Stock
outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date
for the determination of Lenders entitled to receive such dividend
or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or
re-classification.

 





	













 


 

4



PROMISSORY NOTE








 





 


iv. If the Company, at any time
while Promissory Note are outstanding, shall distribute to all
Lenders of Common Stock (and not to Lender) evidences of its
indebtedness or assets or rights or warrants to subscribe for or
purchase any security, then in each such case the Set Price shall
be determined by multiplying such price in effect immediately prior
to the record date fixed for determination of Lenders entitled to
receive such distribution by a fraction of which the denominator
shall be the VWAP determined as of the record date mentioned above,
and of which the numerator shall be such VWAP on such record date
less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed
applicable to one outstanding share of the Common Stock as
determined by the Board of Directors in good faith. In either case
the adjustments shall be described in a statement provided to the
Lenders of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share of
Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after
the record date mentioned above. "VWAP" means, for any date, the
price determined by the first of the following clauses that
applies: (a) if the Common Stock is then listed or quoted on a
Trading Market, the daily volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted
as reported by Bloomberg Financial L.P. (based on a trading day
from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b)
if the Common
Stock is not then listed or quoted on a Trading Market and if
prices for the Common Stock are then quoted on the OTC Bulletin
Board, the volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the OTC Bulletin
Board; (c) if the Common Stock is not then listed or quoted on the
OTC Bulletin Board and if prices for the Common
Stock are then reported in the "Pink Sheets" published by the
National Quotation Bureau Incorporated (or a similar organization
or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the Common Stock so reported; or
(d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good
faith by the Purchasers and reasonably acceptable to the
Company.


 


v. All calculations
under this Section shall be made to the nearest cent or the nearest
11100th of a share, as the case may be. For purposes of this
Section, the number of shares of Common Stock outstanding as of a
given date shall be the sum of the number of shares of Common Stock
(excluding treasury shares, if any) outstanding.

 


vi. Whenever the Set
Price is adjusted pursuant to any of the Section (c)(ii) - (v), the
Company shall promptly mail to each Lender a notice setting forth
the Set Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.


 


vii. If
(A) the Company shall declare a dividend (or any other
distribution) on the Common Stock; (B) the Company shall declare a
special nonrecurring cash dividend on or a redemption of the Common
Stock; (C) the Company shall authorize the granting to all Lenders
of the Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights; (D) the
approval of any Lenders of the Company shall be required in
connection with any reclassification of the Common Stock, any
consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the
Company, of any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property; (E) the
Company shall authorize the voluntary or
involuntarydissolution,
liquidation or winding up of the affairs of the Company; then, in
each case, the Company shall cause to be filed at each office or
agency maintained for the purpose of conversion of the Promissory
Note, and shall cause to be mailed to the Lenders at their last
addresses as they shall appear upon the stock books of the Company,
at least 20 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the Lenders of the Common Stock
of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date
on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that Lenders of the
Common Stock of record shall be entitled to exchange their shares
of the Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange; provided, that the failure to
mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to
be specified in such notice. Lenders are entitled to convert
Promissory Note s during the 20-day period commencing the date of
such notice to the effective date of the event triggering such
notice.  

 

 





	

 









 


 

5



PROMISSORY NOTE








 





 


viii. If,
at any time while this Promissory Note is outstanding, (A) the
Company effects any merger or consolidation of the Company with or
into another Person, (B) the Company effects any sale of all or
substantially all of its assets in one or a series of related
transactions, (C) any tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which
Lenders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (D) the Company effects any
reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property
(in any such case, a "Fundamental Transaction"), then upon any
subsequent conversion of this Promissory Note , the Lender shall
have the right to receive, for each Underlying Share that would
have been issuable upon such conversion absent such Fundamental
Transaction, the same kind and amount of securities, cash or
property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the Lender of
one share of Common Stock (the "Alternate Consideration"). For
purposes of any such conversion, the determination of the Set Price
shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Set
Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the
Alternate Consideration. If Lenders of Common Stock
are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Lender shall be
given the same choice as to the Alternate consideration it receives
upon any conversion of this Promissory Note following such
Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Lender a
new Promissory Note consistent with the foregoing provisions and
evidencing the Lender's right to convert such Promissory Note into
Alternate Consideration. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the
provisions of this paragraph (c) and insuring that this Promissory
Note (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental
Transaction. If
any Fundamental Transaction constitutes or results in a Change of
Control Transaction, then atthe request of the
Lender delivered before the 90th day
after such Fundamental Transaction, the Company (or any such
successor or surviving entity) will purchase the Promissory Note
from the Lender for a purchase price, payable in cash within five
Trading Days after such request (or, if later, on the effective
date of the Fundamental Transaction), equal to the 100% of the
remaining unconverted principal amount of this Promissory Note on
the date of such request, plus all accrued and unpaid interest
thereon, plus all other accrued and unpaid amounts due
hereunder.









	













	

 









 

6



PROMISSORY NOTE








 





 


(ix)
Notwithstanding the foregoing, no adjustment will be made under
this paragraph (c) in respect of (A) the granting or issuance of
shares of capital stock or of options to employees, officers,
directors and consultants of the Company pursuant to any stock
option plan agreement or arrangement duly adopted or approved by a
majority of the non-employee members of the Board of Directors of
the Company or a majority of the members of a committee of
non-employee directors established for such purpose, in this case
without the express written consent of the majority of the
outstanding Promissory Note (based on outstanding Dollar value
underlying the Promissory Note (B) upon the exercise of this
Promissory Note or any other Promissory Note of this series or of
any other series or security issued by the Company in connection
with the offer and sale of this Company's securities pursuant to
the Subscription Agreement, or (C) upon the exercise of or
conversion of any issued or previously approved securities, rights,
options or warrants issued and outstanding on the Original Issue
Date, provided such securities have not been amended since the date
of the Subscription Agreement except as a result of the
Subscription Agreement, or (D) issuance of securities in connection
with acquisitions, strategic investments, or strategic partnering
arrangements, the primary purpose of which is not to raise
capital.


 


(d) The Company
covenants that it will at all times reserve and keep available out
of its authorized and unissued shares of Common Stock solely for
the purpose of issuance upon conversion of the Promissory Note and
payment of interest on the Promissory Note , each as herein
provided, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Lenders, not
less than such number of shares of the Common Stock as shall be
issuable (taking into account the adjustments and restrictions of
this Section (b) upon the conversion of the outstanding principal
amount of the Promissory Note and payment of interest hereunder.
The Company covenants that all shares of Common Stock that shall be
so issuable shall, upon issue, be duly and validly authorized,
issued and fully paid, nonassessable.


 


(e) Upon a conversion
hereunder the Company shall not be required to issue stock
certificates representing fractions of shares of the Common Stock,
but may if otherwise permitted, make cash payment in respect of any
final fraction of a share based on the VWAP at such time.
If the Company elects not, or
is unable, to make such a cash payment, the Lender shall be
entitled to receive, in lieu of the final fraction of a share, one
whole share of Common Stock.


 


(f) The issuance of
certificates for shares of the Common Stock on conversion of the
Promissory Note shall be made without charge to the Lenders thereof
for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that
the Company shall not be required to pay any tax that may be
payable in respect of any transfer involved in the issuance and
delivery of any such certificate upon conversion in a name other
than that of the Lender of such Promissory Note so converted and
the Company shall not be required to issue or deliver such
certificates unless or until the person or persons
requesting the
issuance thereof shall have paid to the Company the amount of such
tax or shall
have established to the satisfaction of the Company that such tax
has been paid.

 



 

7



PROMISSORY NOTE







 





 


(g) Any and all notices
or other communications or deliveries to be provided by the Lenders
hereunder, including, without limitation, any Notice of Conversion,
shall be in writing and delivered personally, by facsimile, sent by
a nationally recognized overnight courier service, addressed to the
Company, at the address set forth above,or such other address or
facsimile number as the Company may specify for such purposes by
notice to the Lenders delivered in accordance with this Section.
Any and all notices or other communications or deliveries to be
provided by the Company hereunder shall be in writing and delivered
personally, by facsimile, sent by a nationally recognized overnight
courier service addressed to each Lender at the facsimile telephone
number or address of such Lender appearing on the books of the
Company, or if no such facsimile telephone number or address
appears, at the principal place of business of the Lender. Any
notice or other communication or deliveries hereunder shall be
deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this
Section prior to 5:30 p.m. (New York City time), (ii) the date
after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified
in this Section later than 5:30 p.m. (New York City time) on any
date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the second
Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt
by the party to whom such notice is required to be
given.


 


GIVING
OF NOTICES:

 


Any
notice that must be given to Borrower under this Promissory Note
will be given by delivering it or by mailing it by first class mail
to Borrower at the address stated above or at a different address
if Borrower gives the Lender written notice of Borrower's different
address.


 


Any
notice that must be given to the Lender under this Promissory Note
will be given by delivering it, with written proof of delivery, or
mailing it by certified mail to the Lender at the address stated
above or at a different address if Lender gives the Borrower
written notice of Lender's different address.

 


WAIVERS:

 


Borrower waives
notice of intention to accelerate, the rights of presentment and
notice of dishonor. "Presentment" means the right to require the
Lender to demand payment of amounts due. "Notice of dishonor" means
the right to require the Lender to give notice to other persons
that amounts due have not been paid.

 


ATTORNEY'S
FEES:

 


If this Promissory Note or any instrument
securing this Promissory Note is given to an attorney for
collection or enforcement, or if suit is brought for collection or
enforcement, of if it is collected and enforced through probate,
bankruptcy, or other judicial proceeding, then Borrower shall pay
Lender all costs of collection and enforcement, including
reasonable attorney's fees and court costs, in addition to other
amounts due.

 


CONSTRUCTION:


 





	

 









 


 

8



PROMISSORY NOTE








 





 


When
the context requires, singular nouns and pronouns include the
plural.

 


BINDING
NATURE:

 


This
Promissory Note shall be binding upon and inure to the benefit of
both the Borrower and the Lender and their respective heirs, legal
representatives, successors and assigns. The Lender shall have the
right to assign this Promissory with the written consent of the
Borrower which consent shall not be withheld for beneficiaries of
the Lender or unreasonably withheld for any other party, except
that the Company may assign this party to a successor entity and,
in the event of any assignment, all covenants and agreements
hereunder shall inure to the benefit of and be enforceable by the
assignee.

 


FINAL
AGREEMENT:

 


THIS
PROMISSORY NOTE, AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION
HEREWITH, REPRESENT THE FINAL AND ENTIRE AGREEMENT BETWEEN THE
PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
SUBSEQUENT OR CONTEMPORANEOUS ORAL AGREEMENTS. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 


SIGNATURE ON
FOLLOWING PAGE


 


 


 


 


 


 


 


 


 


 


 


 


 



 

9



PROMISSORY NOTE







 






 


IN WITNESS WHEREOF, the Company has
executed and delivered this Amended and Restated Promissory Note as
of April 1, 2019.

 


	
 

	


AMAZING
ENERGY, LLC


 


 


 


____________________________________


By:
Willard McAndrew, III


Title:
CEO

  









 


	


THE STATE OF TEXAS

	


§


	
 

	


§


	


COUNTY OF COLLIN

	


§






  


BEFORE
ME, the undersigned authority, a Notary Public in and for said
County for the State of Texas, on this the _______ day of
______________________, 2019, personally appeared Willard McAndrew,
III, CEO of Amazing Energy LLC, known to me to be the person whose
name is subscribed on the foregoing instrument and acknowledged to
me that he executed the same for the purpose and consideration and
in the capacity therein expressed.


 


 


GIVEN
UNDER MY HAND and seal of office this _____ day of
________________, 2019.


 


	
 

	
 

	
 


	
 

	
 

	
Notary
Public in and for the State of Texas


	
 

	
 

	
   


	
 

	
 

	
   


	My commission expires:	
 

	
Printed
Name of Notary:



	
 

	
 

	
 
 



	
 

	
 

	
 
 








 


 




 





	

 









 


 

10



PROMISSORY NOTE








 





 


NOTICE
OF CONVERSION


 

 


 


The
undersigned hereby elects to convert principal under the
Convertible Promissory Note of Amazing Energy LLC (the "Company"),
due on the Maturity Date (January l, 2031), into shares of common
stock (or Member Interests as the case may be) (the "Common
Stock"), of the Company according to the conditions hereof, as of
the date written below. If
shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates
and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the Lender for any conversion,
except for such transfer taxes, if any.


 

 


 


Conversion
calculations:


 


 


                        Date
to Effect Conversion:


 


                        Principal
Amount of Promissory Note s to be Converted:


 


                        Payment
of Interest in Common Stock /Member Interest__ yes __
no


                                 If
yes, $_____ of Interest Accrued on Account


                                 of
Conversion at Issue.


 


                        Number
of shares of Common Stock to


                        be
issued or percentage of Member Interests:


 


 


                        Signature:


 


                        Name:


 


                        Address:


 


 





	

 









 


 

11



PROMISSORY NOTE