Exhibit 10.01

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is made and entered into effective the 1 ^st day of April 2019 by and between EXTRACTING POINT, LLC, a Nevada limited liability company, (“Borrower”), GENERATION ALPHA, INC., A Nevada corporation, (“Guarantor”) and MICHAEL CANNON AND JENNIFER CANNON, TRUSTEES OF THE CORE 4 TRUST DATED FEBRUARY 29, 2016 (“Lender”).

RECITALS

Borrower wishes to borrow from Lender the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00), and Lender has agreed to provide such sum in the form of a loan subject to the terms and conditions contained herein.

NOW, THEREFORE, Lender and Borrower agree as follows:

1. DEFINITIONS .

(a) Collateral . The term “ Collateral ” means all of the Collateral covered by the Deed of Trust.

(b) Debt . The term “Debt” means total liabilities which includes, but are not limited to, all loans, advances, letters of credit, extensions of credit (provisional or otherwise), accounts payable, accruals, guaranties, overdrafts, indebtedness and obligations of Borrower (collectively, “loans,” or each, “loan”) heretofore or hereafter made or incurred by Borrower, together with interest thereon, and any renewals and extensions thereof, whether or not evidenced by notes, drafts, this Agreement or other agreements by or on behalf of Borrower.

(c) Deed of Trust . The term “Deed of Trust” means the Deed of Trust and Assignment of Rents to be executed and delivered by Borrower conveying a lien interest to Lender on the real property located at 2601 W. Holly Street, Phoenix, Arizona (“Property”), more particularly described in the Deed of Trust.

(d) Environmental Laws . The term “Environmental Laws” means all federal, state and local statutes, regulations and ordinances in effect at any time during the term of this Agreement relating to the protection of the environment or the health of any organism.

(e) Environmental Terms . All of the environmental terms used in this Agreement not otherwise specifically defined herein, including, without limitation, “release” and “disposal,” will have the meaning given such terms in or as construed in connection with Environmental Laws.

(f) Hazardous Materials . The term “Hazardous Materials” means substances defined as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. section 9601, et seq., or as hazardous, toxic or pollutant pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. section 1801, et seq., or any other applicable Environmental Laws, in each case as such Environmental Laws are amended from time to time.

(g) Indebtedness . The term “Indebtedness” means, collectively, all of the following:

(i) All loans, advances, letters of credit, extensions of credit (provisional or otherwise), guaranties, overdrafts, indebtedness and obligations of Borrower to Lender (collectively, “loans,” or each, “loan”) heretofore or hereafter made or incurred by Borrower to Lender, together with interest thereon, and any renewals and extensions thereof, whether or not evidenced by notes, drafts, this Agreement or other agreements by or on behalf of Borrower, or evidenced by accounts maintained by Lender; and

(ii) All amounts, costs and expenses advanced, committed, expended or incurred by Lender pursuant to the terms of this Agreement, including, without limitation, reasonable attorneys’ fees and expenses for enforcement of this Agreement and/or the maintenance and/or preservation of any collateral in which Lender has been granted a security interest.

(h) Loan Documents . The term “Loan Documents” means all notes, drafts, agreements, accounts or other documents evidencing any Indebtedness, providing security for or relating to any Indebtedness, including, but not limited to, this Agreement, the Installment Note-Interest Included the Deed of Trust and the Guaranty by the Guarantor The Loan Documents are conclusive evidence of such Indebtedness at any time owing to Lender.

(i) Transaction Documents . The term “Transaction Documents” means the Loan Documents and the Warrant (as hereinafter defined) issued by the Guarantor.

(j) Operation Commencement Date . The term “Operation Commencement Date” is the date (i) the “Approval to Operate” is granted by the AZDHS (as hereinafter defined); and (ii) the Manager is entitled to Management Fees as described in Section 2 (b) (v) (1).

(k) Management Period . The term “Management Period” shall mean the period of thirty-six (36) months from the Operation Commencement Date.

2. THE LOAN .

(a) Subject to the terms and conditions of this Agreement, Lender hereby agrees to advance to Borrower on the date of this Agreement the aggregate principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00) (the “Loan”).

(b) The advance under the Loan shall be evidenced by an Installment Note- Interest Included (the “Note”) executed on the date of this Agreement and substantially in the form of Exhibit “A” attached hereto and incorporated by reference herein. In the event that there is any conflict between the terms of this Agreement and the terms of the Note, the terms and provisions of this Agreement shall control. The Note shall contain the following terms:

(c) The Loan shall be secured by the Deed of Trust and Assignment of Rents and other documents as required by the Lender, which shall hold a first lien position, or treated as holding such position to the extent applicable to Borrower and/or Guarantor.

(d) In consideration for the Loan, Guarantor agrees to issue the Warrant to Lender in the form of Exhibit “C” , granting the Lender the right to purchase up to one million (1,000,000) shares of common stock of the Guarantor at an exercise price of one dollar ($1.00) per share (“Warrant”).

(e) [Reserved]

(f) No Waiver . Any decision by Lender not to require payment of any interest, fee, cost or other amount payable hereunder or under any other document, instrument or agreement at any time executed in connection herewith on any occasion shall in no way limit or be deemed a waiver of Lender’s right to require payment of any such amount on any subsequent occasion.

3. CONDITION TO CREDIT .

(a) Lender’s obligation to grant, extend or continue the Loan to Borrower is subject to the following conditions:

(b) Borrower’s and Guarantor’s obligation to enter into the Transaction Documents, issue the Installment Note-Interest Included, the Deed of Trust and Warrant is subject to the following conditions:

4. PROMISE TO PAY . Borrower hereby unconditionally promises to pay to Lender the Indebtedness in accordance with the terms of this Agreement and the Loan Documents; provided, however, that if no such document or agreement evidences such Indebtedness, then the same is payable upon demand to Lender.

5. GUARANTOR . Guarantor will furnish Lender within one hundred twenty (120) days after the close of Guarantor’s fiscal year a copy of Guarantor’s annual audited financial statements and statements of income and retained earnings prepared in accordance with generally accepted accounting principles consistently applied, it being understood and agreed by Lender that the Guarantor filing of an annual report on Form 10-K with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended, shall constitute compliance with this Section.

6. CROSS COLLATERAL/CROSS DEFAULT . Borrower and Guarantor specifically acknowledge that any default in or with respect to any obligation that is included in the Indebtedness as set forth in this Agreement is and will be a default of this Agreement and all obligations that comprise the Indebtedness. Borrower and Guarantor specifically acknowledge that any Collateral that secures any Indebtedness secures this Agreement and all obligations that comprise the Indebtedness.

7. REPRESENTATIONS AND WARRANTIES OF BORROWER AND GUARANTOR . Borrower and Guarantor represent and warrant that, except as disclosed in the Guarantor’s filings with the SEC, the following are true as of the date of this Agreement:

(a) Assets . Borrower and Guarantor each have good and marketable title to all real property and other assets reflected in any balance sheet or financial statement of each of them, except real property and other assets sold or otherwise disposed of in the ordinary course of business subsequent to that date. Neither Borrower nor Guarantor has any outstanding liens or encumbrances on any of its real properties or other assets, except as reflected on such balance sheet or financial statement. Neither Borrower nor Guarantor is a party to any security agreements or title retention agreements, whether in the form of leases or otherwise, of any personal property, except as reflected on such balance sheet or financial statement. Borrower and Guarantor acknowledge and agree that Lender shall have a first lien position on the Property, or shall be treated, to the extent legally possible, and/or as applicable to this Agreement, as holding such position.

(b) Litigation . There is no action, suit, proceeding or investigation pending or, to the knowledge of Borrower or Guarantor upon reasonable inquiry, threatened in writing against or affecting Borrower or Guarantor at law, in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, would have a materially adverse effect on Borrower or Guarantor’s financial condition, business or operation, taken as a whole. Neither Borrower nor Guarantor is in default of any order, writ, injunction or decree.

(c) Burdensome Provisions . Neither Borrower nor Guarantor is not a party to any indenture, agreement, instrument or lease, or subject to any charter, by-law or other restriction, or any law, rule, regulation, order, writ, judgment or injunction which has a materially adverse effect on Borrower or Guarantor’s financial condition, business or operation.

(d) Other Agreements . Neither Borrower nor Guarantor is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any debenture, note or other evidence of indebtedness of Borrower or Guarantor or in any indenture or agreement of Borrower or Guarantor.

(e) Taxes . Borrower and Guarantor have filed all United States federal and state tax returns which are required to be filed and has paid or made adequate provision for the payment of all material taxes which have or may become due pursuant to those returns, any matters raised by audits, assessments received by Borrower or Guarantor, or any other causes known to it, including, but not limited to, foreign taxes.

(f) Accuracy of Reports . Subject to any limitations stated in writing therein or in connection therewith, all balance sheets, earnings statements and other financial data on Borrower or Guarantor which have been or may be furnished to Lender fairly represent the financial condition of Borrower and Guarantor as of their dates and the result of its operations for the periods for which the same are furnished. All other information, reports and other data furnished by Borrower or Guarantor are, or will be at the time furnished, complete, accurate and correct in all material respects.

(g) Organization . Borrower is duly organized, existing and in good standing in the state of its organization. Guarantor is duly organized, existing and in good standing in the state of its incorporation. Borrower and Guarantor are each duly licensed or qualified in all jurisdictions wherein the character of the property owned or the nature of the business transacted by it makes licensing or qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have resulted in a material adverse effect.

(h) Authority . The execution, delivery and performance of this Agreement and all Loan Documents are within Borrower and Guarantor’s power, have been duly authorized, and are not in conflict with law or the terms of any charter, bylaw, or of any indenture, agreement or undertaking to which Borrower or Guarantor is a party or by which Borrower or Guarantor is bound or affected.

(i) Environmental Status . Borrower and Guarantor have no knowledge nor written notice of any release or discharge of any Hazardous Materials or any other violation under or relating to any Environmental Laws on, under or relating to Borrower or Guarantor’s property or business. Neither Borrower nor Guarantor has received any order, summons, citation, directive, letter or other communication, written or oral, from any person, entity or governmental agency or department regarding any actual or alleged violation of any Environmental Laws.

(j) ERISA . Borrower and Guarantor are each in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), and no “reportable event” or “prohibited transaction” as defined in ERISA has occurred and is continuing with respect to any employee benefit plans which Borrower or Guarantor maintains or to which Borrower or Guarantor contributes.

(k) Private Placement . Assuming the accuracy of the representations and warranties of Lender contained as provided in Section 8 , the issuance of the Warrant and the shares of common stock issuable upon exercise of the Warrants in accordance with the terms of the Warrant (the “Warrant Shares, and collectively with the Warrant, the “Securities”) will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will be exempt from registration and qualification under applicable state securities laws and regulations.

(l) Valid Issuance . If and when issued in compliance with the provisions of the Warrant, and the exercise price paid therefore, the Warrant Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided , however , that the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. Guarantor hereby agrees that it shall at all times reserve and keep available out of its authorized and unissued common stock, solely for the purpose of providing for issuance of the Warrant Shares upon exercise of the Warrant, such number of shares of common stock as shall, from time to time, be sufficient therefor.

8. LENDER’S REPRESENTATIONS AND WARRANTIES IN REGARD TO WARRANT . The Lender makes the representations and warranties as described in this Section to the Guarantor. Any capitalized terms in this Section not otherwise defined in this Agreement shall have the meaning set forth in the Warrant.

(a) No Public Sale or Distribution . The Lender is (i) acquiring the Warrants and (ii) upon exercise of the Warrants will acquire the Warrant Shares issuable upon exercise of the Warrants for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided , however , that by making the representations herein, the Lender does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Lender is acquiring the Securities hereunder in the ordinary course of its business. The Lender does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities. For purposes of this Agreement, “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

(b) Accredited Investor Status . The Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(c) Reliance on Exemptions . The Lender understands that the Securities are being issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Guarantor is relying in part upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Securities.

(d) Information . The Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Guarantor and materials relating to the offer and sale of the Securities that have been requested by the Lender. The Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Guarantor. Neither such inquiries nor any other due diligence investigations conducted by the Lender or its advisors, if any, or its representatives shall modify, amend or affect the Lender’s right to rely on the Guarantor’s representations and warranties contained herein. The Lender understands that its investment in the Securities involves a high degree of risk. The Lender has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Lender and its advisors, if any, have reviewed all of the Guarantor’s filings with the SEC since January 1, 2017.

(e) No Governmental Review . The Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f) Transfer or Resale . The Lender understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Lender shall have delivered to the Guarantor an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Lender provides the Guarantor with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Guarantor nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g) Legends . The Lender understands that the certificates or other instruments representing the Warrants and the stock certificates representing the Warrant Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[ NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN ] [ THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The legend set forth above shall be removed and the Guarantor shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Guarantor (“DTC”) following request of Lender, if (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Guarantor with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A.

(h) Validity; Enforcement . This Agreement and the other Transaction Documents to which the Lender is a party have been duly and validly authorized, executed and delivered on behalf of the Lender and shall constitute the legal, valid and binding obligations of the Lender enforceable against the Lender in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) No Conflicts . The execution, delivery and performance by the Lender of this Agreement and the other Transaction Documents to which the Lender is a party and the consummation by the Lender of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Lender or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Lender is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Lender, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Lender to perform its obligations hereunder.

9. AFFIRMATIVE COVENANTS OF BORROWER AND GUARANTOR . So long as any Indebtedness is outstanding and unpaid, Borrower covenants and agrees as follows:

(a) Inspection . Borrower and Guarantor will permit Lender and its designated officers, employees, agents and representatives to inspect at reasonable times and upon reasonable advance notice at its principal office and to examine, check, or direct Borrower and/or Guarantor to make copies of or extract from the books, accounts, orders, records and original correspondence of Borrower and Guarantor, respectively, and Borrower and Guarantor will make available to Lender its books, records and files as it relates to the Property and obligations under the Loan Documents for such purposes.

(b) Insurance . Borrower and Guarantor will maintain at all times insurance in such form and in such amounts and against such risks as is customarily carried by companies engaged in the same or a similar business and operating like properties, including, but not limited to (i) adequate insurance against liability on account of or damage or injury to persons and property and under all applicable workers’ compensation laws; and (ii) such other insurance as Lender may reasonably request, in amounts, containing such terms, in such form, for such periods and written by such insurers as may be satisfactory to Lender, with all mortgagee payable clauses on the Collateral payable solely to Lender. All policies of insurance related to the Collateral will provide for ten (10) days written minimum cancellation notice to Lender. In the event of failure to maintain such insurance on the Collateral, Lender may, at its option, provide such insurance as Lender may require at the expense of Borrower or Guarantor. Lender will notify Borrower, in writing, regarding the payment of any insurance premiums and request reimbursement from Borrower for the cost of the insurance premiums and any related expenses. If Lender does not receive reimbursement from Borrower and/or Guarantor within ten (10) days of the date of written notice or Borrower is in default under the Loan Documents, such expense shall be considered part of the Indebtedness. Borrower will furnish to Lender on an annual basis certificates of insurance or other evidence satisfactory to Lender of compliance with the foregoing insurance provisions.

(c) Periodic Financial Statements . Until notified of a change, Borrower and Guarantor will furnish Lender financial statements and statements of income and retained earnings prepared in accordance with generally accepted accounting principles, consistently applied, by Borrower and Guarantor’s chief financial officers within fifty (50) days following each quarter end. In addition, if the Borrower or Guarantor are in default, and so long as either party is in default, Borrower and Guarantor will furnish Lender balance sheets and statements of income and retained earnings and such additional financial information as the Lender may so reasonably request in writing in such manner and at such times as Lender may specify and such other information as Lender may from time to time reasonably request.

(d) Annual Financial Statements . Borrower will furnish Lender within one hundred twenty (120) days after the close of each fiscal year a copy of the annual financial statements and statements of income and retained earnings prepared in accordance with generally accepted accounting principles, which shall be derived from the audited financial statements of the Guarantor.

(e) Maintenance of Existence . Borrower will maintain and preserve its existence and all rights, privileges, permits and franchises necessary or desirable in the conduct of its business; and will conduct its business in an orderly, efficient and customary manner.

(f) Maintenance of Property . Borrower and Guarantor will maintain, preserve and keep the Property in good working order and condition.

(g) Compliance with Laws . Borrower and Guarantor will comply with the AMMA, and all applicable laws, requirements, regulations and restrictions, related to the Property and any business related to the cannabis plant belonging to the family Cannabacaeae, the genus cannabis, which exist currently or come into being after the date of this Agreement, including any local, environmental, or other applicable laws. Notwithstanding the foregoing, the parties hereby acknowledge that they are aware of and fully understand that despite the State of Arizona’s laws, Arizona marijuana cultivators, transporters, distributors or possessors may still be arrested by federal officers and prosecuted under federal law. In the event of Federal arrest, seizure or prosecution action associated with the parties’ activities described herein, the parties hereby agree to hold each other harmless and agree to be individually responsible for any attorney’s fees associated with defending such actions. The parties also hereby agree to waive illegality as a defense to any contract enforcement action.

(h) Taxes and Claims . Borrower and Guarantor will pay and discharge promptly all taxes, assessments, governmental charges and levies imposed upon it or upon its income or profits or upon any properties belonging to it, prior to the date on which penalties would be imposed, and pay all lawful claims for labor, materials and supplies that, if unpaid, might become a lien or charge upon the Property. Neither Borrower nor Guarantor is not required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof is being contested in good faith and by proper proceedings and if the party objecting to the tax has set aside on its books and maintained adequate reserves for the payment of the same in conformity with generally accepted accounting principles.

(i) Additional Documents . Borrower and Guarantor will execute and deliver to Lender all additional instruments or documents and do all things which Lender from time to time may deem reasonably necessary to carry into effect the provisions of this Agreement.

(j) Compliance with Arizona Cannabis Laws . Borrower and Guarantor covenant this Agreement was drafted in accordance with, and all action taken pursuant to this Agreement, including as it relates to the Management Agreement and/or the Property shall be completed, in accordance with the AMMA.

(k) Liens and Encumbrances . Borrower and Guarantor covenant that there are no unrecorded liens or encumbrances (mechanic’s liens or otherwise) on the Property. In the event such a lien or encumbrances is discovered, Borrower and Guarantor shall indemnify, defend and holder Lender harmless for any breach of this covenant.

(l) Notice . Borrower and/or Guarantor will give prompt written notice to Lender of (i) any Event of Default as defined in this Agreement or of any event of default arising under any other Loan Documents or of any other agreement or matter which has resulted in or might result in a materially adverse change in Borrower or Guarantor’s financial condition, business or operations; (ii) any change in Borrower or Guarantor’s name or principal place of business; (iv) any litigation or proceedings affecting any of the transactions contemplated by this Agreement or affecting Borrower or Guarantor which, if adversely determined, might have a materially adverse effect upon Borrower or Guarantor’s financial condition, business or operations; (v) any dispute between Borrower or Guarantor and any governmental regulatory body or other party that might materially affect the transactions contemplated by this Agreement or have a materially adverse effect upon Borrower or Guarantor’s financial condition, business or operations; (vi) any past or present release or disposal of any Hazardous Materials or violation, potential violation or alleged violation of any Environmental Laws on, under or relating to the Property; and (vi) any notice received by Borrower or Guarantor relating to any Environmental Laws involving the Property.

(m) Compliance with Environmental Laws . Borrower and Guarantor will (i) cause all activities on the Property to comply with all Environmental Laws and orders of any governmental authority; (ii) obtain, keep in effect, comply with, and provide copies to Lender of, all governmental permits and authorizations relating to any Environmental Laws relating to the Property; (iii) take all steps necessary to determine no Hazardous Materials has been disposed of or released on or under the Property, and if any Hazardous Materials exists on the Property within Borrower or Guarantor’s control, Borrower or Guarantor will remove such Hazardous Materials or take whatever action is required by Environmental Laws or any governmental authority, at Borrower or Guarantor’s sole expense, promptly upon discovery of such Hazardous Materials; (iv) provide to Lender access to Borrower’s property that is subject to a security interest with Lender and an irrevocable license to remove any Hazardous Materials or to take whatever action Lender determines in its sole and absolute discretion with respect to such Hazardous Materials; (v) provide to Lender, upon Lender’s request and at Borrower or Guarantor’s sole expense, an inspection or audit of Borrower’s property in which Lender has a security interest by an engineering or environmental consulting firm acceptable to Lender, indicating the presence or absence of any Hazardous Materials on such property; and (vi) provide to Lender, upon Lender’s request, all documents in Borrower’s possession or to which it has access relating to the environmental history, condition or activity on, under or relating to Borrower’s property subject to Lender’s security interest or business.

10. NEGATIVE COVENANTS OF BORROWER . Borrower covenants and agrees that until the full and final payment of all Indebtedness hereunder, unless Lender waives compliance in writing, Borrower agrees as follows:

(a) Encumbrances and Liens . Borrower will not create, execute, assume or allow any mortgage, deed of trust, security agreement, pledge, encumbrance, including, without limitation, the lien of an attachment, judgment or execution, securing a charge or obligation on, or execute or allow to be filed any financing statement affecting, the Property, except:

(i) Liens or charges for current taxes, assessments or other governmental charges which are not delinquent or which remain payable without penalty, or the validity of which is contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof, provided Borrower has set aside on its books and maintains adequate reserves for payment of such liens or charges in conformity with generally accepted accounting principles;

(ii) Liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds for the release of attachments or for stay of execution, or to secure the performance of bids, tenders, contracts (other than for the payment of borrowed money), leases or for purposes of like general nature in the ordinary course of its business; or

(iii) Purchase money security interests for property hereafter acquired, conditional sale agreements, or other title retention agreements, with respect to property hereafter acquired, provided, however, that no such security interest or agreement shall extend to any property other than such after acquired property.

(b) Borrowings . Borrower will not sell or discount any account or evidence of indebtedness or other right to payment of money, nor incur, or have outstanding at any time, any indebtedness for borrowed money, nor incur, directly or indirectly, any other liability or obligation for borrowed money, except for Indebtedness incurred pursuant to this Agreement, purchase money debt, equipment leases, or subordinated debt.

(c) Consolidation and Merger . Borrower will not liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture, syndicate or other combination, except that Borrower may be consolidated with or merged with any entity, provided that, in any such merger or consolidation, Borrower shall be the surviving or resulting entity and, immediately after the effectiveness of such merger or consolidation, there has occurred no continuing Event of Default, as described herein, or any event which with notice or lapse of time or both would become an Event of Default under this Agreement.

(d) Payment of Dividends . During the term of this Agreement, Borrower will not declare or make distributions of income or other assets to its members as such, whether in cash, property or securities, provided, however, Borrower is allowed to make distributions to Borrower’s parent company in an amount equal to the parent company’s income tax liability associated with the operation of Borrower.

(e) Purchase or Retirement of Membership Interests or Other Equity Interest . Borrower will not acquire, purchase, redeem or retire any shares of its capital stock or any other equity interest in Borrower now or hereafter outstanding for value.

(f) [Reserved]

(g) Default Under Other Agreements or Indentures . Neither Borrower nor Guarantor will commit or do, or fail to commit or do, any act or thing which would constitute an event of default under any of the terms or provisions of any other agreement, indenture, contract, document or instrument executed, or to be executed by Borrower and/or Guarantor.

(h) Purchase of Securities . Neither Borrower nor Lender will utilize any part of the proceeds of any loan from Lender to purchase or carry any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve Systems) or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(i) [Reserved]

11. ENVIRONMENTAL INDEMNIFICATION . Borrower and Guarantor, jointly and severally, hereby agree to indemnify, defend and hold harmless Lender and its officers, directors, employees, attorneys and agents against any and all claims, demands, losses, liabilities, costs and expenses (including attorneys’ fees at trial and on any appeal or petition for review) incurred by Lender:

(a) arising out of or relating to any investigatory or remedial action involving the Property, operations conducted on the Property or any other operations of Borrower and required by any Environmental Laws or by orders of any governmental authority having jurisdiction under any Environmental Laws relating to the Property; or

(b) on account of injury to any person whatsoever or damage to the Property arising out of, in connection with or In any way relating to (i) the breach of any covenant contained in this Agreement, (ii) the violation of any Environmental Laws, (iii) the use, treatment, storage, generation, manufacture, transport, release, spill, disposal or other handling of Hazardous Materials on the Property, (iv) the contamination of the Property by any Hazardous Materials by any means whatsoever (including, without limitation, any presently existing contamination of such property), or (v) all reasonable costs incurred by Lender pursuant to this Environmental Indemnification clause.

12. EVENTS OF DEFAULT .

(a) Events of Default . Upon the happening of any one or more of the following events of default and said default is not cured within ten (10) business days, provided that Lender shall give Borrower written notice of a default with sufficient detail to allow Borrower to cure for any default, except that no written notice shall be provided for default under Section 12(a)(1), the Indebtedness shall, at the option of Lender and without notice, demand, or presentment, all of which are hereby expressly waived by Borrower, become due and payable. The following shall constitute events of default:

(1) Borrower or Guarantor’s failure to pay or perform any obligations, liabilities or Indebtedness of Borrower to Lender, whether under this Agreement or any other agreement, note or instrument, now or hereafter existing, as and when due (whether at maturity or by acceleration and no prior demand therefor by Lender being necessary).

(2) Borrower or Guarantor’s failure to perform any of the covenants, agreements or conditions of this Agreement or any other agreement between Borrower and Lender.

(3) 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.

(4) Any representation or warranty made by Borrower or Guarantor to Lender is, or was, untrue or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Lender with respect to the Loan Documents.

(5) The dissolution of Borrower or Guarantor.

(6) The acquisition at any time of title to the whole or any part of any asset which is security for this Agreement or the Note by a new person, partnership, corporation or any other legal entity other than Borrower, or if there is a change of control of Borrower, which will occur if there is a change of 50% or more of the membership interests of Borrower from the ownership of the membership interests in Borrower as of the date of this Agreement.

(7) Any attachment, lien or additional security instrument is not removed within thirty (30) days within its operation and after being placed upon any asset which is security for this Agreement or the Note.

(b) Default Interest . In the event that any amount due under this Agreement is reduced to judgment, or if the Borrower is ten (10) or more business days late in making any payment required to be made under the Note, or if any of the events of default shall occur, the total unpaid principal balance of the Note and accrued and unpaid interest thereon (past due interest being compounded) shall then begin accruing interest at the rate stated in the Note, plus Five Percent (5.0%) per annum (the “Default Rate”), to the fullest extent permitted by law, until such time as all past due payments and accrued interest are paid. At that time, the interest rate will revert to that rate provided in the Note. Borrower acknowledges that the effect of this Default Rate could operate to compound some of the interest obligations due, and the Borrower hereby expressly assents to such compounding should it occur.

13. REMEDIES . Upon the occurrence of any event of default (including the passage of time given to Borrower to cure such default), Lender may: (a) terminate forthwith any indebtedness; and/or (b) declare any such indebtedness to be forthwith due and payable, whereupon the unpaid principal amount of such indebtedness, together with accrued interest thereon, shall become immediately due and payable without presentment, demand or protest, or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in any Loan Documents to the contrary withstanding; and/or (c) proceed to enforce any of its remedies under this Agreement, any Loan Documents or pursuant to applicable law. No remedy conferred upon or reserved to Lender herein is intended to be exclusive of any other remedy given under this Agreement or the Loan Documents, or now or hereafter existing at law or in equity or by statute. 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.

14. PAYMENT FOR EXPENSES .

(a) Each party shall be responsible for the fees and expenses incurred in connection with this Agreement, including fees, expenses and disbursements of counsel.

(b) If an Event of Default occurs, Borrower will pay all reasonable attorneys’ fees and other expenses incurred by Lender in the enforcement of its rights hereunder, whether the default is ultimately cured or Lender is obligated to pursue its remedies hereunder, including, without limitation, such expenses incurred before legal action, during the pendency of any such legal action and in connection with any appeal to higher courts arising out of matters associated herewith and in protecting the rights of Lender in any bankruptcy, reorganization, liquidation or insolvency proceeding, whether or not litigation is commenced.

15. WAIVER . The waiver by Lender of any breach of any provision of this Agreement or warranty or representation herein must be in writing and will not be construed as a waiver of any subsequent or additional breach. The failure to exercise any right hereunder by Lender will not operate as a waiver of such right.

16. ENTIRE AGREEMENT . This Agreement, together with the Loan Documents and any written instruments or documents that are referred to in or are part of this Agreement, is the final expression of the understanding of Borrower, Guarantor and Lender concerning the subject matter of this Agreement and may not be altered or amended except with the written consent of each of the parties and may not be contradicted by evidence of any alleged oral agreement.

17. CHANGE IN NAME OR FORM . The liability of Borrower and/or Guarantor hereunder or under the Loan Documents will not be affected by a change in the name of Borrower or Guarantor or a change in the form of Borrower or Guarantor by reason of merger, acquisition or consolidation or by a change in the type or nature of business carried on by Borrower or Guarantor or any sale, lease or transfer of any or all of the assets or stock of Borrower or Guarantor.

18. TERMINATION . Borrower or Lender may cancel this Agreement, under the terms of this Agreement, at any time as to future transactions but any such cancellation will not affect the obligations of Borrower to Lender with respect to loans granted to Borrower prior thereto. All agreements, representations, warranties and covenants made herein by Borrower will survive the execution and delivery of this Agreement and will continue in effect so long as any Indebtedness is outstanding and unpaid, notwithstanding any termination of this Agreement.

19. JURISDICTION AND GOVERNING LAW . This Agreement was negotiated in Nevada and any loan or advance to Borrower will be deemed to be made in Nevada. Borrower agrees to submit to the jurisdiction of a court in Nevada to resolve disputes arising under this Agreement. This Agreement shall be construed and governed in accordance with Nevada law. It is further understood that the Deed of Trust shall be governed by Arizona law.

20. TIME . Time is of the essence of this Agreement.

21. LEGALLY BINDING . The parties acknowledge that this is a legally binding Agreement and that each has entered into this Agreement having had the opportunity to fully review the terms hereof in consultation with legal counsel. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties. Borrower may not assign this Agreement or any of its rights without the prior written consent of Lender.

22. ENFORCEABILITY . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability in such jurisdiction only and will not invalidate or render unenforceable any other provision of this Agreement.

23. PARAGRAPH HEADINGS . The paragraph headings are for convenience only and will not affect the construction hereof.

24. NOTICES . All notices, demands or other communications required or permitted to be given hereunder shall be in writing, and shall be: (a) personally delivered with a written receipt of delivery; (b) sent by a nationally recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; (c) sent by certified or registered mail, return receipt requested; or (d) transmitted by e-mail, or facsimile, (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient). All notices shall be deemed effective when actually delivered as documented in a delivery receipt; provided , however, that if a notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have written notice delivered in accordance with this section, then the first attempted delivery shall be deemed to constitute delivery. Each notice shall be addressed, in each instance, to the parties hereto at the addresses below. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. The addresses for the parties are as set forth below:

LENDER, effective April 5, 2019 :

Core 4 Trust.

c/o Cannon Nevada LLC

2520 Saint Rose Pkwy, Suite 218

Henderson, NV 89074

Email: mcannon@cannonnevada.com

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE ):

Walls Law Firm

8861 W. Sahara Ave Ste 220

Las Vegas, NV 89117

Attn: Tina M. Walls, Esq.

E-mail: tinawalls@wallslaw.com

BORROWER :

Extracting Point, LLC

c/o Generation Alpha, Inc.

853 Sandhill Avenue.

Carson, CA 90746

Attn: Tiffany Davis, Manager

E-mail: info@genalphainc.com

GUARANTOR :

Generation Alpha, Inc.

853 Sandhill Avenue

Carson, CA 90746

Attn: Alan S. Lien, President

E-mail: info@genalphainc.com

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE) :

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 37th Floor

New York, NY 10036

Attn: Marc J. Ross, Esq.

E-mail: mross@srf.law

25. LENDER’S RIGHT TO ASSIGN . Notwithstanding any other provision of this Agreement or this Section, (a) there shall be no restrictions on Lender’s right to assign this Agreement, any Note or any of the other Loan Documents. Borrower and Guarantor may not assign this Agreement or the Loan Documents.

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and effective as of the date and year first above written.

BORROWER:

Extracting Point, LLC, a Nevada limited liability company

Exhibit “A”

Installment Note-Interest Included

See Attached

Exhibit “B”

Cultivation Management Services Agreement

See Attached

Exhibit “C”

Common Stock Purchase Warrant Generation Alpha, Inc.

See Attached

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

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:

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.

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:

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.

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.

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]

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

Exhibit 10.03

GUARANTY

This Guaranty is made effective as of April 2, 2019, by the undersigned (hereinafter referred to as the “Guarantor”), for the benefit of MICHAEL CANNON AND JENNIFER CANNON, TRUSTEES OF THE CORE 4 TRUST DATED FEBRUARY 29, 2016 (hereinafter “Lender”).

EXTRACTION POINT, LLC, a Nevada limited liability company (“Borrower”) owes Lender the sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000.00) pursuant to the Loan Documents as defined in the Loan Agreement of even date herewith (“Loan Agreement”) between Lender and Borrower and evidenced by the Installment Note- Interest Included as of even date (“Note”). Guarantor is the sole member of Borrower. Guarantor agrees that it will derive a significant financial benefit from Lender loaning funds to Borrower and has agreed to guaranty the loan from Borrower to Lender. Contemporaneously upon execution of this Guaranty, Guarantor shall also issue the Warrant as defined in the Loan Agreement. In order to induce Lender to make the loan to Borrower, the Guarantor hereby covenants and agrees as follows:

1. The Guarantor unconditionally guarantees the due and punctual payment and performance of the principal of the Loan Documents whether at maturity, by acceleration or otherwise, to Lender including, without limitation, any and all interest and expenses (including attorneys’ fees whether or not suit is filed), court costs and charges of whatsoever nature incurred by Lender in collecting or compromising the indebtedness evidenced by the Note (collectively, the “Obligations”).

2. The Guarantor, by this Guaranty, binds itself, its officers, directors, legal representatives, successors and assigns, with Borrower for the payment of the Obligations, the same as if the Guarantor had contracted for payment thereof rather than Borrower. The Guarantor, for itself, its successors and assigns agrees to be bound by and to perform and observe all of the terms and conditions contained in any written documents evidencing the Obligations, including the Loan Documents, whether now signed or hereafter signed by Borrower. Guarantor hereby waives: (a) any right to require Lender to proceed against Borrower or any other guarantors of the Obligations; (b) any right to require Lender to proceed against or exhaust any security for the Obligations; (c) any right to raise the defense of the Statute of Limitations in any action hereunder or for the collection of any indebtedness or the performance of any obligation hereby guaranteed; (d) any right to require, demand, protest, or receive notice of any kind including presentment, demand for performance or notice of non-performance, notice of dishonor, notice of existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Lender, any endorser, or guarantor, under this Guaranty or any other instrument or creditor of Borrower, or any other person whomsoever, in connection with any obligation or evidence of indebtedness hereby guaranteed; (e) any right to raise any defense based upon an election of remedies by Lender, or which destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; (f) any right to impose any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know about Borrower, regardless of whether Lender has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower and of all circumstances bearing on the risk of non-payment or non-performance of the Obligations hereby guaranteed; and (g) the right to receive notice of acceptance of this Guaranty.

3. Guarantor further agrees that if at any time all or any part of any payment theretofore applied by Lender to any of the Obligations is or must be rescinded or returned by Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Borrower), or if the Note is declared void or voidable under any applicable law, statute, rule or regulations, whether federal, state or local, such Obligations shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by Lender and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as though such application by Lender had not been made.

4. This Guaranty shall in all respects be a continuing, absolute, irrevocable and unconditional Guaranty of payment and performance of the Obligations and shall remain in full force and effect until the Obligations have been paid in full, provided, however, it shall be automatically extended if any payment is reclaimed as set forth above until Guarantor pays Lender the amount reclaimed or the amount is otherwise paid to Lender and is not subject to further reclamation. Anything herein to the contrary notwithstanding, this Guaranty shall remain in full force and effect following payment of the Note.

5. Lender, may, from time to time, whether before or after any discontinuance of this Guaranty, at its sole discretion and without notice to the Guarantor, take any or all of the following actions without releasing or otherwise affecting Guarantor’s liability hereunder: (a) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantor, with respect to any of the Obligations; (b) extend or renew for one or more periods (whether or not longer than the original period), alter, amend, expand, modify or exchange any of the Obligations at the request of any person primarily liable for the Obligations, or release or compromise any of the Obligations, or any other obligation of any nature of any other obligor with respect to any of the Obligations; and (c) release or substitute any one or more of any endorser, surety, obligor or guarantor of the Obligations. Notwithstanding anything to the foregoing, Lender acknowledges and agrees that this Guaranty shall not grant Lender any security interest in any property of Guarantor, other than Guarantor’s ownership of the membership interests on Borrower, to secure any of the Obligations.

6. This Guaranty is a Guaranty of payment and performance, not collection, and Lender, without notice or demand, may resort to and initiate legal action against Guarantor for payment of any of the Obligations or performance of any covenant or agreement contained in the Loan Documents whether or not Lender shall have resorted to any property or instruments securing any of the Obligations or shall have sought a deficiency judgment against Borrower or shall have proceeded against any other guarantor or any other obligor primarily or secondarily obligated with respect to any of the Obligations or such performance.

7. Any amounts received by Lender from whatsoever source on account of the Obligations may be applied by it toward the payment of such of the Obligations, and in order of application, as Lender may from time to time elect; and, notwithstanding any payments made by or for the account of the Guarantor pursuant to this Guaranty, Guarantor shall have no right to subrogation until all indebtedness due to Lender from Borrower has been paid in full and until such time, Guarantor hereby waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower, and waive any benefit of, and any right to participate in any security now or hereafter held by Lender. Any indebtedness of Borrower now or hereafter held by Guarantor is hereby subordinated to the indebtedness and obligations of Borrower guaranteed hereby by Guarantor; and if an event of default under the Note shall have occurred and is continuing, any such indebtedness of Borrower to Guarantor shall be collected, enforced and received by Guarantor as trustee for the Lender, and, if Lender so requests, be paid over to Lender in payment of the Obligations guaranteed hereunder, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

8. No delay on the part of Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Guaranty be binding upon Lender except as expressly set forth in a writing duly signed and delivered on behalf of Lender. No action of Lender permitted hereunder shall in any way affect or impair the rights of Lender or the obligation of the Guarantor under this Guaranty. For the purposes of this Guaranty, the Obligations shall include all obligations of Borrower to Lender, notwithstanding any right or power of Borrower or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such Obligation and no such claim or defense shall affect or impair the Obligations of the Guarantors hereunder.

9. Guarantor is the sole member of Borrower, and shall be directly benefited by the Note which obligations are guaranteed hereby. Guarantor represents and warrants, for the reliance and benefit of Lender, that it has received adequate consideration for the provision of this Guaranty and the issuance of the Warrant.

10. This Guaranty shall be construed in accordance with and governed by the laws of the State of Nevada. This Guaranty shall be a joint and several obligation with any other guarantor or surety of the Obligations. The undersigned shall be jointly and severally liable hereunder.

11. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

12. It is not necessary for Lender to inquire into the powers of Guarantor or the members or managers or agents acting or purporting to act on its behalf, and any of the Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

13. Guarantor hereby agrees to pay upon demand any collection expenses, court costs and reasonable attorneys’ fees (whether or not suit is commenced) which may be incurred in the collection or enforcement of the Loan Documents, and in the event suit is brought to enforce payment hereof, that such expenses, costs and fees be determined by a court sitting without a jury. The term “attorneys’ fees” shall include any such fees incurred in any bankruptcy, appellate or related ancillary or supplementary proceeding, whether before or after final judgment related to the enforcement or defense of this Guaranty.

14. This Guaranty shall apply to the parties hereto, their successors and assigns according to the context hereof, and without regard to the number or gender of words or expressions used herein. This Guaranty may be executed in duplicate originals, each of which is equally admissible in evidence, and each original shall fully bind each party who has executed it.

15. Notwithstanding anything contained herein to the contrary, the plural in number as used herein shall be deemed to include the singular and vice versa.

IN WITNESS WHEREOF the undersigned has executed this Guaranty the date first set forth above.

Exhibit 10.04

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

Core 4 Trust

2520 Saint Rose Parkway, Suite 218

Henderson, NV 89074

______________ SPACE ABOVE THIS LINE IS FOR RECORDER’S USE ______________

DEED OF TRUST AND ASSIGNMENT OF RENTS

This Deed of Trust, made this 2 ^nd day of April, 2019, between Extracting Point, LLC , a Nevada limited liability company, herein called Trustor, whose mailing address is 853 Sandhill Avenue, Carson, California 90746 , and Thomas Title & Escrow, herein called Trustee, whose address is 7150 E. Camelback Rd., Suite 195, Scottsdale, AZ 85251 , for the benefit 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 , herein called Beneficiary.

WITNESSETH: That Trustor conveys, transfers and assigns to Trustee in Trust, with Power of Sale, the following real property situated in Phoenix , Arizona :

2601 West Holly St., Phoenix, AZ

Legally described as: Lots 34 and 35, Black Canyon Industrial District, according to the Plat of Record in the Office of the County Recorder of Maricopa County, Arizona, Recorded in Book 64 of Maps, Page 8.

In the event the herein described property, 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.

Together with all buildings, improvements, and fixtures thereon.

This Deed of Trust, made on the above date between the Trustor, Trustee, and Beneficiary above named,

WITNESSETH: That Trustor irrevocably grants and conveys to Trustee in Trust, with Power of Sale, the above described real property, together with leases, rents, issues, profits, or income thereof, (all of which are hereinafter called “property income”): SUBJECT HOWEVER, to the right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and apply such property income; AND SUBJECT TO existing taxes, assessments, liens encumbrances, covenants, conditions, restrictions, rights of way, and easements of record.

FOR THE PURPOSE OF SECURING:

1. Performance of the Loan Documents as defined in the Loan Agreement dated April 2, 2019 between Trustor, Beneficiary and Generation Alpha, Inc., a Nevada corporation (“Loan Agreement”) and each agreement of Trustor herein contained.

2. Payment of the indebtedness evidenced by one Installment Note – Interest Included of even date herewith, and any extension or renewal thereof, if any, in the principal sum of THREE MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars ($3,500,000.00) executed by Trustor in favor of Beneficiary or order.

3. Payment of such further sums as the then record owner of said property hereafter may borrow from Beneficiary, when evidenced by another note (or notes) reciting it is so secured.

TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:

(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit; suffer or permit any act upon said property in violation of law; and to do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.

(2) To provide, maintain and deliver to Beneficiary fire, vandalism and malicious mischief insurance for the replacement value of the building on the property satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or Notice of Trustee’s Sale hereunder or invalidate any act done pursuant to such notice.

(3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses of Beneficiary and Trustee, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear or be named, and in any suit brought by Beneficiary or Trustee to foreclose this Deed of Trust.

(4) To pay, before delinquent all taxes and assessments affecting said property; when due all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust, including, without limiting the generality of the foregoing, the fees of Trustee for issuance of any Deed of Release and Full Reconveyance, and all lawful charges, costs and expenses in the event of reinstatement of, following default in, this Deed of Trust or the obligations secured hereby. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.

(5) To pay immediately and without demand all sums expended by Beneficiary or Trustee, pursuant to the provisions hereof, together with interest from date of expenditure at the same rate as provided for in the note secured by this Deed of Trust or at the highest legal rate, whichever be the greater rate. Any amounts so paid by Beneficiary or Trustee shall become a part of the debt secured by this Deed of Trust and a lien on said premises or immediately due and payable at option of Beneficiary or Trustee.

IT IS MUTUALLY AGREED:

(6) That any award of damages in connection with any condemnation or any such taking, or for injury to the property by reason of public use, or for damages for private trespass or injury thereto, is assigned and shall be paid to Beneficiary as further security for all obligations secured hereby (reserving unto the Trustor, however, the right to sue therefor and the ownership thereof subject to this Deed of Trust), and upon receipt of such moneys Beneficiary may hold the same as such further security, or apply or release the same in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.

(7) That time is of the essence of this Deed of Trust, and that by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

(8) That at any time or from time to time, without notice, upon written request of Beneficiary and presentation of this Deed of Trust and said note(s) for endorsement, and without liability therefor, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, and without affecting the security hereof for the full amount secured hereby on all property remaining subject hereto, and without the necessity that any sum representing the value or any portion thereof of the property affected by the Trustee’s action be credited on the indebtedness the Trustee may: (a) release and reconvey all or any part of said property; (b) consent to the making and recording, or either, of any map or plat of the property or any part thereof; (c) join in granting any easement thereon; (d) join in or consent to any extension agreement or any agreement subordinating the lien, encumbrance, or charge hereof.

(9) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said note(s) to Trustee for cancellation and retention and upon payment of its fees, Trustee shall release and reconvey, without covenant or warranty, expressed or implied, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto”. Five years after issuance of such full reconveyance, Trustee may destroy said note and this deed (unless directed in such request to retain them).

(10) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of this Trust, to collect the property income, reserving to Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such property income as it becomes due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such property income, including that past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such property income and the application thereof as aforesaid, shall not cure or waive any default or Notice of Trustees’ Sale hereunder or invalidate any act done pursuant to such notice.

(11) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written notice thereof, setting forth the nature thereof, and of election to cause to be sold said property under this Deed of Trust. Beneficiary also shall deposit with Trustee this Deed of Trust, said note(s) and all documents evidencing expenditures secured hereby.

Trustee shall record and give Notice of Trustee’s Sale in the manner required by law, and after the lapse of such time as may then be required by law, Trustee shall sell, in manner required by law, said property at public auction at the time and place fixed by it in said Notice of Trustee’s Sale to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone or continue the sale by giving notice of postponement or continuance by public declaration at the time and place last appointed for the sale. Trustee shall deliver to such purchaser its Deed conveying the property so sold, but without any covenant or warranty, expressed or implied. Any persons, including Trustor, Trustee, or Beneficiary may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale and reasonable attorney’s fees, Trustee shall apply the proceeds of sale to payment of: All sums then secured hereby and all other sums due under the terms hereof, with accrued interest; and the remainder, if any, to the person or persons legally entitled thereto, or as provided in A.R.S. 33-812. To the extent permitted by law, an action may be maintained by Beneficiary to recover a deficiency judgment for any balance due hereunder.

(12) That Beneficiary may appoint a successor Trustee in the manner prescribed by law. A successor Trustee herein shall, without conveyance from the predecessor Trustee, succeed to all the predecessor’s title, estate, rights, powers and duties. Trustee may resign by mailing or delivering notice thereof to Beneficiary and Trustor.

(13) That this Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder of the note(s) secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.

(14) That Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party thereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

The undersigned Trustor requests that a copy of any Notice of Trustee’s Sale hereunder be mailed to him at his address hereinbefore set forth.

Trustor: Extracting Point, LLC, a Nevada limited liability company

Exhibit 10.05

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

COMMON STOCK PURCHASE WARRANT

GENERATION ALPHA, INC.

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, Michael Cannon and Jennifer Cannon, Trustees of The Core 4 Trust Dated February 29, 2016, or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 2, 2019 (the “ Initial Exercise Date ”), to subscribe for and purchase from Generation Alpha, Inc., a Nevada corporation (the “ Company ”), at the purchase price of the Exercise Price as defined in Section 2(b) per one share of Common Stock:

Section 1 . Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Loan Agreement (the “ Loan Agreement ”), dated April 2, 2019, by and among the Company, Extraction Point, LLC, a Nevada limited liability company and the Holder.

Section 2 . Exercise .

a) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made in whole or in part, at any time or times on or after the Initial Exercise Date and on or before April 2, 2024 by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Exhibit A and within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has received all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in issuances of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares issuable hereunder in an amount equal to the applicable number of Warrant Shares issued. The Holder and the Company shall maintain records showing the number of Warrant Shares issued and the date of such issuances. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price . The exercise price per share of the Common Stock under this Warrant shall be $ 1.00, subject to adjustment hereunder (the “ Exercise Price ”).

c) Mechanics of Exercise .

i. Delivery of Warrant Shares Upon Exercise . Warrant Shares issued hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “ Warrant Share Delivery Date ”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price prior to the issuance of such shares, having been paid.

ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

iv. Charges, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

d) Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Holder acknowledges that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3 . Certain Adjustments .

a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes 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 upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise 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 immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders 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.

b) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

c) Notice to Holder .

i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) 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 holders 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 stockholders 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, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register 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 holders 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 holders 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. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4 . Transfer of Warrant .

a) Transferability . Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5 . Miscellaneous .

a) No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

e) Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

f) Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

g) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

h) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

i) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

j) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

EXHIBIT A

NOTICE OF EXERCISE

TO: GENERATION ALPHA, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of lawful money of the United States.

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number, and otherwise by physical delivery of a certificate to the following address:

(4) Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to