Exhibit
10.02


 


DO
NOT DESTROY THIS NOTE:


When
paid, this note, with Deed of Trust securing same, must be


surrendered
to Trustee for cancellation before reconveyance will be


made.


 


INSTALLMENT
NOTE – INTEREST INCLUDED


(Fixed
Rate of Interest)


 


$3,500,000.00


 





		April
    2, 2019




 


FOR
VALUE RECEIVED, the undersigned, Extracting Point, LLC, a Nevada limited liability company, duly formed and valid existing
under the laws of the State of Nevada, having its principal address at 853 Sandhill Avenue, Carson, California 90746 (hereinafter
referred to as “Borrower”) promises to pay to the order of Michael Cannon and Jennifer Cannon, Trustees of the
Core 4 Trust dated February 29, 2016, having its principal address at 2520 Saint Rose Parkway, Suite 218, Henderson, NV
89074 (hereinafter referred to as the “Lender”), the principal amount of THREE MILLION FIVE HUNDRED THOUSAND
and 00/100 Dollars ($3,500,000.00) (hereinafter referred to as the “Principal”), plus interest. The Borrower shall
make all payments, including Principal and interest, and all other sums which may become due and payable in connection this INSTALLMENT
NOTE – INTEREST INCLUDED (the “Note”) in lawful money of the United States of America.


 


The
Borrower understands that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled
to receive payments under this Note is called the “Note Holder.”


 


This
Note is made in connection with that certain “Loan Agreement” by and among Borrower, Lender, and Generation Alpha,
Inc., a Nevada corporation, as “Guarantor” of even date herewith. Any capitalized terms not defined herein shall
have the meaning set forth in the Loan Agreement.


 


Interest


 


Interest
will be charged on unpaid principal and interest until the full amount of Principal has been paid. The Borrower will pay interest
at a fixed annual rate of 10.00%.


 


Disbursement


 


The
entire Principal shall be disbursed (the “Loan Proceeds”) to the Borrower on April 1, 2019 (the “Loan Opening
Date”), subject to adjustments as provided herein.


 




    	 	 	 



    	 	 	 



    

 


Term
of Loan


 


Principal
and interest under the term of this Note shall be payable over five (5) years, commencing from Loan Opening Date of this
Note, namely April 1, 2019, ending on March 31, 2024 (“Maturity Date”), unless otherwise accelerated
pursuant to the provisions hereof. Notwithstanding the foregoing, Additional Consideration (as defined herein) shall be paid pursuant
the provisions herein and may extend beyond the Maturity Date.


 


Payments


 


Principal
and interest shall be payable as follows:


 


	 	A.	Commencing
    from April 1, 2019 to March 31, 2020, Borrower shall make interest only payment of $29,166.67
    per month on the first date of each month beginning on April 1, 2019.
	 	 	 
	 	B.	Commencing
    from April 1, 2020 to March 31, 2024, Borrower shall make monthly payment of Principal and interest
    in the amount of $88,769.04 on the first date of each month beginning on April 1, 2020. Each payment shall be credited
    first on interest then due and the remainder on principal.
	 	 	 
	 	C.	Payment
    at Maturity. The Borrower shall make above payments every month until the Borrower has paid all of the Principal and interest
    and any other charges described below that the Borrower may owe under this Note. If, on March 31, 2024, the Borrower still
    owes amounts under this Note, the Borrower shall pay those amounts in full on that date, which is called the “Maturity
    Date”.
	 	 	 
	 	D.	Place
    of Payments. The Borrower will make above monthly payments to the Note Holder at 2520 Saint Rose Pkwy., Suite 218, Henderson,
    NV 89074 or at a different place if required by the Note Holder.
	 	 	 
	 	E.	Prepayment.
    Borrower may prepay the Principal prior to the Maturity Date, however, if Borrower prepays all or any part of the Principal
    prior to thirty-six (36) months from the Loan Opening Date, Borrower shall pay, as a prepayment penalty, all interest that
    would have accrued during the first thirty-six (36) months from the Loan Opening Date that remains unpaid at the time of prepayment.
    The Borrower agrees and guarantees to pay the first 36 months of interest under this Note, namely the interest to be accrued
    from April 1, 2019 to March 31, 2022 (“Guaranteed Interest”) regardless of any partial or
    full prepayment. The Borrower, however, may make a full prepayment or partial prepayment without paying a prepayment charge
    starting from April 1, 2022. 
	 	 	 
	 	 	The
    Note Holder will use any prepayments to reduce the amount of Principal that the Borrower owes under this Note. However, the
    Note Holder may apply any prepayment to the accrued and unpaid interest and any other charges that may be due to Lender in
    accordance with this Note or the Loan Agreement before applying the prepayment to reduce the Principal amount of the Note.
    If the Borrower makes a partial Prepayment, there will be no changes in the due date or in the amount of the monthly payment
    unless the Note Holder agrees in writing to those changes.


 




    	 	2	 



    	 	 	 



    

 


Security


 


This
Note is secured by a first lien on the premises located at 2601 West Holly St., Phoenix, AZ (the “Premises”)
under the ownership of the Borrower. As security for this Note and all other liabilities of Borrower to Lender, Borrower
shall execute a Deed of Trust and Assignment of Rents granting the Lender a continuing lien on the Premises and all its appurtenances,
any other structures and improvements hereafter added to the Premises, and all rents of the Premises, hereby authorizing the Lender
at any time after an Event of Default (as hereinafter defined), to either foreclose the Premises, or collect rents of the Premises,
it being understood that the Lender shall be under no obligation to effect any such foreclosure or collection.


 


The
Deed of Trust securing this Note contains the following provision: In the event the herein described Premises, or any part thereof,
or any interest therein, is sold, agreed to be sold, conveyed or alienated by the Trustor, or by the operation of law or otherwise,
all obligations secured by this instrument, irrespective of the maturity dates expressed therein, at the option of the Note Holder
hereof, and without demand or notice, shall immediately become due and payable.


 


Additional
Payments.


 


	 	A.	For
    the purposes of this Agreement, the “Operation Commencement Date” is the date (x) the “Approval to Operate”
    is granted by the AZDHS (as hereinafter defined); and (y) the Manager is entitled to Management Fees defined in Section A
    (1). The term “Management Period” shall mean the period of thirty-six (36) months from the Operation Commencement
    Date. As additional consideration, Borrower and/or Guarantor shall cause the following amounts to be paid to Lender for the
    Management Period. 


 


	 	(1)	Five
    Percent (5%) of the management fees (“Management Fees”), defined in a Cultivation Management Services Agreement
    (“Management Agreement”), by and between Guarantor, or the affiliate thereof, serving as “Manager”
    on behalf of the duly licensed entity (the “License Holder”), awarded a Medical Marijuana Dispensary Registration
    Certificate or any other applicable license, in accordance with the laws of the State of the Arizona(the “License”),
    by the Arizona Department of Health Services (“AZDHS”). A copy of the proposed Management Agreement as attached
    as Exhibit “B” to the Loan Agreement. Guarantor agrees that it shall take all action reasonably necessary
    and use its best efforts, to execute or cause an affiliate Arizona entity to execute, a Management Agreement and upon execution,
    Exhibit “B” shall be updated with the final and fully executed copy of the Management Agreement and such replacement
    of Exhibit “B” shall not require an amendment to the Agreement; however, Borrow and/or Guarantor shall provide
    written notice of the replacement and provide Lender copy of same. Parties agree any replacement of Exhibit “B”
    shall not alleviate Borrower of its obligation to comply with the terms of this Section. In compliance with Title 9; Chapter
    17 Department of Health Services Medical Marijuana Program (the “AZDHS Rules”) and A.R.S. § 36-2801 et seq.,
    as amended from time to time (the “Act”) (the AZDHS Rules and the Act collectively referred to herein as the “AMMA”),
    nothing contained herein shall be construed to be profit sharing or any other profit splitting which would violate the License
    Holder’s nonprofit status or its status of good standing with AZDHS. 


 




    	 	3	 



    	 	 	 



    

 


	 	(2)	If
    the Operation Commencement Date has not occurred within twenty-four (24) months of the funding date of the Loan, instead of
    the payments described in Section A(1), Borrower shall pay to Lender an amount equal to five percent (5%) of the fair market
    value of the rent of the Property as if the Property were fully occupied regardless of the occupancy rate for a maximum of
    thirty-six months, subject to the other terms of this Section A(2). The fair market value of the Property shall be determined
    by an independent commercial real estate broker selected by Borrower and Lender using comparable lease rates for similarly
    situated properties and shall be deemed to increase at the rate of three percent (3%) per year. If the Operation Commencement
    Date occurs after the payments in this subsection have commenced, then the payments under this subsection shall cease and
    the payments described in Section A(1) shall commence and Lender shall be entitled to receive a maximum of thirty-six (36)
    months of payments pursuant to Section A(1), and any payments made pursuant to this Section A(2) shall be credited towards
    any amounts owed pursuant to Section A(1).
	 	 	 
	 	(3)	The
    amounts described in Section A(1) or (2) shall be defined as the “Additional Consideration”.
	 	 	 
	 	(4)	The
    Additional Consideration shall be paid to Lender for any calendar month by the last day of the following calendar month. Borrower
    and/or Guarantor shall provide to Lender a statement of amounts received by Manager, Borrower and/or Guarantor to which Lender
    is entitled pursuant to this section and any additional backup information, reasonably available, as Lender may reasonably
    request. To the extent the provisions of Section A (2) apply, the payments described therein shall commence on the last day
    of the 25th month following the funding of the Loan.
	 	 	 
	 	(5)	Lender
    acknowledges and agrees that neither the License Holder nor its affiliates is a party to this Agreement, and Lender shall
    have no rights or remedies against the License Holder and/or its affiliates related to the Additional Consideration, or otherwise
    related to this Agreement, whether in law or equity. Any rights or remedies that Lender may have related to the Additional
    Consideration or this Agreement, is expressly limited to those against Borrower and/or Guarantor.


 




    	 	4	 



    	 	 	 



    

 





Events of Default


 


The occurrence of any one of the following
specified events, with respect to Borrower’s obligations hereunder shall be an “Event of Default”: (i) Lender
does not receive payment of any monetary sums due under this Note, the Loan Agreements from Borrower or Guarantor within ten (10)
business days of when it is due; (ii) default in the performance of any other obligation to Lender in the Loan Documents beyond
the expiration of all notice and cure periods; (iii) the making of any material misrepresentation for the purpose of obtaining
the Loan evidenced by this Note of the Loan Documents; (iv) bankruptcy, insolvency, reorganization or liquidation proceedings or
other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Borrower and shall not be discharged within sixty (60) days after such initiation, or the Borrower
admits in writing its inability to pay its debts generally as they mature; (v) the making of a general assignment by Borrower or
Guarantor for the benefit of creditors; (vi) any proceeding, procedure or remedy supplementary to, or in enforcement of judgment,
or any writ or order of attachment or garnishment is issued, made, resorted to or commenced against, or with respect to, any substantial
property of the Borrower or Guarantor which is not dismissed or bonded within fifteen (15) days after written notice of the filing
thereof to Borrower; (vii) concealing, removing or permitting to be concealed or removed any property, with intent to hinder, delay
or defraud creditors; (viii) making or suffering a transfer of any property, which is fraudulent under the laws of any applicable
jurisdiction; or (ix) if, without the Lender’s prior written consent, there is any reduction or diminishment of, or lien
or encumbrance (except in favor of the Lender and except as permitted by this Note) on the Premises.







 


Remedies
in the Event of Default.


 


Time
is of the essence hereof, and if any default occurs in any payment of Principal or interest hereunder or in any other payment
of monetary sums due herein or in the Loan Documents and such default continues for more than ten (10) business days from the
such payment becomes due, or any default or event of default occurs in the performance or observance of any term, agreement or
condition contained in this Note, in the Deed of Trust, or the Loan Documents or if the right to foreclose under the Deed of Trust
accrues to any holder of this Note, then:


 


	 	A.	The
    entire Principal amount of this Note, plus all unpaid interest and Guaranteed Interest accrued thereon, shall become immediately
    due and payable, at the option of the Lender, without protest, presentment, notice or demand, all of which are expressly waived
    by the Borrower;



 






    	5



     


    

 


	 	B.	Borrower
    will pay a late charge of five percent (5%) on any overdue amounts due hereunder or under the Loan Documents;
	 	 	 
	 	C.	Lender
    may exercise its right to foreclose on the Deed of Trust and/or collect rents of the Premises, it being understood that the
    Lender shall be under no obligation to effect any such foreclosure or collection; and
	 	 	 
	 	D.	Lender
    may pursue each and every other right, remedy and power available to it under this Note and the Loan Documents.


 


The
rights, remedies and powers of the holder hereof, as provided in this Note and in the Deed of Trust are cumulative and concurrent,
and may be pursued singly, successively or together against Borrower, the Premises, the Guarantor and any other security given
at any time to secure the payment hereof, all at the sole discretion of the Lender. The Lender hereof may resort to every other
right or remedy available at law or in equity without first exhausting the rights and remedies contained herein, all in Lender’s
sole discretion. Notwithstanding the foregoing, in the event of a default, Lender acknowledges and agrees that it has no right,
interest, remedy or any other security related to License Holder, License Holder’s business, and/or the License. Additionally,
in the event of a default, in which Lender intends to exercise any remedy available related the Property, Lender shall allow for
Manager, Borrower, and/or Guarantor to take all action reasonably necessary to ensure compliance with the AMMA, including without
limitation providing a reasonable amount of time for Manager and License Holder to remove from the Property, any and all equipment,
product, or any other related materials used in the operation of the cultivation facility on the Property.


 


Legal
Fees.


 


If
any attorney is engaged (a) to collect all or any portion of the amounts due hereunder after an event of default or under the
Loan Documents whether or not legal proceedings are thereafter instituted by the holder; (b) to represent Lender or any other
holder hereof in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving
a claim under this Note of the Loan Documents; (c) to protect the security interests of the Deed of Trust; or (d) to represent
Lender or any other holder hereof in any other proceedings whatsoever in connection with this Note, the Deed of Trust, or Loan
Documents, then Borrower or any endorser, guarantor, surety or accommodation party shall pay to Lender or any holder hereof all
reasonable attorneys’ fees, costs and expenses in connection therewith, in addition to all other amounts due hereunder,
upon demand.


 


Maximum
Legal Rate


 


It
is not intended hereby to charge interest at a rate in excess of the maximum legal rate of interest permitted to be charged to
Borrower under applicable law, but if, notwithstanding, interest in excess of said maximum legal rate shall be paid hereunder,
the excess shall be applied in reduction of the principal.


 




    	6



     


    

 


Certain
Waivers


 


Borrower,
in any litigation arising out of or relating to this Note, waives the right to interpose any defense (except for payment), set-off
or counterclaim of any nature or description (except for mandatory counterclaims). BORROWER HEREBY INTENTIONALLY, KNOWINGLY, VOLUNTARILY,
AND EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT
OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWER AND LENDER OR ANY OF THEM WITH RESPECT TO
THIS NOTE, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN
CONTRACT OR TORT OR OTHERWISE, AND BORROWER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT LENDER MAY FILE THIS ORIGINAL NOTE OR A COPY THEREOF WITH ANY COURT AS
WRITTEN EVIDENCE TO THE CONSENT OF BORROWER TO THE WAIVER OF RIGHT TO A TRIAL BY JURY.


 


Modification


 


No
modification or waiver of any provision of this Note and no consent by the Lender to any departure therefrom by the undersigned
shall be effective unless such modification or waiver shall be in writing and signed by a duly authorized officer of the Lender
(and Borrower with respect to any modification), and the same shall then be effective only for the period and on the conditions
and for the specific instances specified in such writing. No failure or delay by the Lender in exercising any right, power or
privilege under this Note, the Deed of Trust or any other Loan Documents shall operate as a waiver thereof; nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


 


Severability


 


If
any provision of this Note shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any
reason as to any person or circumstance, such provision or provisions shall be deemed severable from and shall in no way affect
the enforceability and validity of the remaining provisions of this Note.


 


Successors


 


This
Note and the provisions hereof shall be binding upon the assigns or successors of the Borrower, and shall continue in full force
and effect notwithstanding any change in the Borrower hereto, whether such change occurs through merger, acquisition, dissolution
or otherwise of the Borrower. This Note shall inure to the benefit of the Lender and its successors, assigns, substitutes and
other Note Holders, and all references in this Note to the Lender shall be deemed to include all of the foregoing persons and/or
entities.


 




    	7



     


    

 


Jurisdiction


 


The
undersigned hereby consents to the jurisdiction of the competent Courts of the State of Nevada in connection with any claim arising
with respect to this Note or any of the Liabilities. In the event any such action is commenced in any such court, service of process
may be made on the Borrower by mailing a copy thereof to it at the address then reflected in the Lender’s records. This
Note is made and delivered and to be performed in the State of Nevada and shall be construed according to and governed by the
laws of the State of Nevada.


 


Patriot
Act Compliance


 


Borrower
is not involved in any activity, directly or indirectly, which would constitute a violation of applicable laws concerning money
laundering, the funding of terrorism or similar activities. No part of the proceeds of the Loan will be used to fund activities
which would constitute a violation of the United States Lender Secrecy Act, the United States Money Laundering Control Act of
1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001.


 


Counterparts


 


This
Note may be executed in one or more counterparts and by different parties hereto in separate counterparts, and by electronic and/or
facsimile signature, each of which when so executed and delivered shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.


 


[signature
page follows]


 




    	8



     


    

 


IN
WITNESS WHEREOF, Borrower has caused this Note to be duly made and executed as of the day and year first above written.


 


	 	Borrower:
    Extracting Point LLC
	 	 
	 	By:	        


 




    	9