Promissory Note - $17,000 – Dated July 2, 2024

EXHIBIT 10.3

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, GenFlat Holdings, Inc, (hereinafter referred to as “Maker”), promises to pay to Drew Hall, an individual, (hereinafter collectively referred to as “Lender”) the principal sum of TEN THOUSAND DOLLARS ($10,000.00), U.S., together with interest as provided in this Secured Promissory Note (hereinafter referred to as “Note”).

1. Security. None.

2. Interest. Interest shall accrue on any unpaid balance of this Note at rate of 2.5% per annum. Interest shall be calculated on the basis of a year of 365 days and actual days elapsed. Maker and Lender may, from time to time, by mutual agreement, adjust the interest rate down to reflect interest rate fluctuations and market conditions.

3. Payment; term. The Balance of this Note shall be due on September 30, 2024.

Each payment under this Note shall be applied first to accrued interest, if any, and the balance, if any, shall be applied upon the principal.

4. Prepayment. Maker shall have the right to prepay all or a portion of the outstanding principal owing on this Note at any time, and from time to time, prior to maturity, without notice.

5. Events of Default. The occurrence and continuance of any of the following shall constitute an event of Default under this Note (hereinafter referred to individually as an “Event of Default”):

6. Notice of Default. Upon occurrence of an Event of Default, Lender must give written notice to Maker of such Event of Default before exercising any remedy available to Lender, and allow fifteen calendar (15) days after such notice is given, within which to cure the default.

7. Remedies. Upon occurrence and continuance of an uncured Event of Default, Lender shall have the following alternative, non-exclusive remedies, and or all of which may be exercised by Lender:

8. Attorney’s Fees. In the event of default in any of the covenant contained herein, the defaulting party shall pay all costs and expenses, including reasonable attorney’s fees, which may arise or accrue from enforcing this Note, or in pursuing any remedy provided hereunder or by law, whether such remedy is pursued by filing suit or otherwise and whether such costs and expenses are incurred with or without suit or before or after judgment.

9. No Waiver. The failure of Lender to exercise any right or remedy provided in this Note upon the occurrence and continuance of an Event of Default shall not be taken or construed to be a waiver of any such right or remedy upon the happening of any subsequent Event or Default.

10. Governing Law and Forum Selection. This Note shall be construed in accordance with the laws of the State of Utah. Any legal action to enforce or construe this Note shall be brought and prosecuted in the Third Judicial District Court of Salt Lake County, Utah.

11. Notices. All notices and communications under this Note shall be in writing and shall be deemed given when delivered or, if mailed, then on the fifth day following the day on which such notice is deposited in the U.S. Mail, postage prepaid, and sent certified mil, return receipt requested, addressed as followed:

Maker ands Lender may, by notice given hereunder, designate another address to which subsequent notices or other communications directed to them may be sent.

13. Integration and Amendment. This Note represents the full and final agreement between the parties and supercedes any and all prior or contemporaneous representations. This Note may only be amended or altered through writing executed by the parties.

14. Binding on Successors. This Note shall bind Maker and its successors in interest.

IN WITNESS WHEREOF, This Note has been duly executed to be effective as of the Effective Date above written.

DATED: July 2, 2024