Exhibit
10.12


 


AMENDED
AND RESTATED


PROMISSORY
NOTE


 


	$325,000	April
  1, 2019






 





FOR
VALUE RECEIVED, the undersigned, Allied Integral United, Inc., a Delaware corporation (“Borrower”), promises to pay to
the order of the Five C’s LLO (“Holder”), in lawful currency of the United States of America, at such place as the Holder from time to time may designate
in writing, the principal sum of THREE HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($325,000.00), together with interest thereon computed
on the unpaid outstanding principal balance from the date of first set forth above (“Disbursement Date”) at the fixed rate
of 9.85% interest per annum.


 


The
term of this Promissory Note (“Note”) shall be TWO YEARS from the Disbursement Date. Borrower has the exclusive
right to extend the term of this Note until December 31, 2021 with notification to Holder. Interest shall be calculated on the basis
of a three hundred sixty-five (365) day year. Interest shall accrue beginning on the Disbursement Date and shall be paid to Holder in
monthly installments. The entire unpaid principal and any accrued interest shall be due and payable in full on or before the expiration
of the term.


 


In
the event that Borrower fails to make any payment of principal or interest under this Note when due, the Borrower acknowledges and agrees
that the Holder may commence legal proceedings to collect the amounts due under this Note, and shall be entitled to collect from the
Borrower all of its costs and expenses of collection or enforcement including, but not limited to, reasonable attorneys’ fees and
expenses.


 


Principal
and interest under this Note may be pre-paid in whole or in part at any time without premium or other prepayment charge. Any partial
prepayment of principal or interest shall reduce the final payment(s).


 


Borrower
expressly waives presentment for payment, notice of nonpayment, protest, notice of protest, bringing of suit, and diligence in taking
any action to claim the amounts owing hereunder and is and shall be directly and primarily liable for the amount of all sums owing and
to be owing hereon and agrees that this Note, or any payment hereunder, may be extended from time to time without affecting such liability.


 


During
the existence of any default or delinquency under the terms of this Note or under the terms of any instrument executed or to be executed
as security for the payment hereof, Holder is expressly authorized to apply all payments made on this Note to the payment of such part
of any delinquency as it may elect.


 


The
remedies of the Holder as provided herein shall be cumulative and concurrent and may be pursued singularly, successively or together,
at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall arise. No act or omission of the Holder,
including specifically any failure to exercise any right, remedy, or
recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document
executed by the Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event
shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent
event. Notwithstanding anything herein to the contrary, in no event shall interest payable hereunder be in excess of the maximum rate
allowed by applicable law. In the event any sums payable hereunder are determined to be in excess of the maximum allowable rate, amounts
in excess of such maximum rate shall be deemed payments of principal.


 






    	 



     


    

 



Time
is of the essence of this Note. Where used herein, the singular shall refer to the plural, the plural to the singular, and the masculine
and feminine shall refer to any gender.


 


This
Note shall be governed by and construed under the laws of the State of Texas, except as such may be pre-empted by applicable law or regulation
of the United States of America governing the charging or receiving of interest.


 


The
provisions hereof shall be binding upon the parties, their successors and assigns. The provisions hereof are severable such that the
invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the remaining provisions.




 


IN
WITNESS WHEREOF, this instrument has been executed on the day and year first above written.


 


	 	BORROWER
  :
	 	 
	 	ALLIED
  INTEGRAL UNITED, INC.
	 	 
	 	By:	/s/
  James T. Walesa
	 	 	James
  T. Walesa
	 	Its:	CEO






 









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