GEX MANAGEMENT, INC. (Form: 8-K/A, Received: 10/24/2018 11:43:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 28, 2018

GEX MANAGEMENT, INC.

(Exact Name of Registrant as Specified in Charter)

Texas	001-38288		56-2428818
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)

	12001 N. Central Expressway, Suite 825 Dallas, Texas 75243
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:		(877) 210-4396
N/A
(Former Name of Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

Emerging growth company [X ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.. [ ]

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A to the Current Report Form 8-K of GEX Management, Inc., originally filed with the Securities and Exchange Commission on October 19, 2018, amends the Form 8-K to: (a) include exhibits that were referenced but not included with the original filing, and (b) to make certain corrections to Srikumar Vanamali’s bio set forth under item 5.02.

Item 1.01

Entry into a Material Definitive Agreement.

Effective as of September 28, 2018 (the “Effective Date”), GEX Management, Inc., a Texas corporation (the “Company”), consummated a real property purchase and sale transaction (the “Property Purchase Transaction”) with Setco International Forwarding Corporation, a Texas corporation (“Setco”), pursuant to which the Company purchased a 16.84 acre tract of land from Setco, located at 13000 S. Lyndon B. Johnson Freeway in Dallas, Texas (the “Property”), for an aggregate purchase price of $11,000,000 (the “Purchase Price”), paid as follows:

$1,125,000, by the Company’s execution and delivery of a Real Estate Lien Note made to Setco (the “September 2018 Note”);
$4,875,000, by the Company’s issuance to Setco of 15,000,000 shares of the Company’s common stock (the “Shares”) (valued at $0.325 per share); and
$5,000,000, by the Company’s transfer to Setco of the Company’s 51% ownership interest in Payroll Express, LLC, a California limited liability (“Payroll Express”).

In connection with the Property Purchase Transaction, the Company had previously deposited with Setco an earnest money escrow payment of $25,000 (“Escrow Deposit”). At the closing of the Property Purchase Transaction, (a) the Company paid real estate taxes due for the Property of approximately $784, and (b) approximately $7,559 of fees were applied to the Escrow Deposit. As a result, Setco owes the Company approximately $18,225.

The September 2018 Note has a principal balance of $1,125,000 (in this case, the “Principal Amount”), and a stated maturity date of October 5, 2018 (in this case, the “Maturity Date”). The Principal Amount of the September 2018 Note bears interest at a rate of 18% per annum (in this case, the “Interest”), which is also payable on the Maturity Date. The Company’s obligations to repay amounts due under the September 2018 Note are secured by the Property, and the Company has executed a Deed of Trust for the Property, with Setco as the beneficiary. In addition, 10 days after the Company fails to make any payment due under the September 2018 Note, if such payment has still not been made, a late fee of 5% will be assessed.

In connection with the transfer of the Company’s ownership interest in Payroll Express to Setco, the Company and Setco entered into a Membership Interest Purchase Agreement, dated as of the effective Date (“Purchase Agreement”). Pursuant to the Purchase Agreement, the Company sold, assigned, transferred and delivered to Setco the Company’s 51% membership interest in Payroll Express as payment of $5,000,000 of the Purchase Price for the Property.

The foregoing summaries of the September 2018 Note and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the September 2018 Note and the Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K (the “Report”), respectively, and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

September 2018 Note

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

In connection with the Property Purchase Transaction, the Company executed and delivered to Setco the September 2018 Note, in the Principal Amount of $1,125,000.

October 2018 Note

On October 10, 2018, the Company reached an oral agreement with Setco, pursuant to which Setco would loan the Company $4,875,000. In consideration for this loan, the Company executed and delivered a Promissory Note to Setco (the “October 2018 Note”) in the principal amount of $4,875,000 (in this case, the “Principal Amount”). The October 2018 Note has a stated maturity date of April 10, 2019 (in this case, the “Maturity Date”). The Principal Amount of the October 2018 Note bears interest at a rate of 15% per annum (in this case, the “Interest”), which is also payable on the Maturity Date. Upon the Company’s failure to make payments when due under the October 2018 Note, the rate of Interest will increase to 18% per annum. The Company’s obligations to repay amounts due under the October 2018 Note are secured by the Property, and the Company has executed a Deed of Trust for the Property, with Setco as the beneficiary. Upon the occurrence of an event of default under the October 2018 Note, Setco may declare the unpaid Principal Amount, earned Interest, and any other amounts owed immediately due, and may exercise all other rights and remedies available at law or in equity.

Although the Company has executed and delivered the October 2018 Note to Setco, and Setco has put a lien on the Property to secure the Company’s obligations to repay amounts due under the October 2018 Note, Setco has not yet delivered any funds to the Company. While the Company continues to negotiate with Setco to receive this necessary funding, there can be no assurance that Setco will deliver the funds to the Company on a timely basis, or at all. The Company has been actively seeking sources of equity or debt financing in order to support the Company’s operations, as it currently does not have sufficient cash to meet its operating needs. If Setco does not provide funds to the Company, or if other adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.

The foregoing summary of the October 2018 Note does not purport to be complete and is qualified in its entirety by reference to the October 2018 Note, a copy of which is filed as Exhibit 4.2 to this Report and incorporated herein by reference.

Item 2.04.

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Reference is made to the disclosure set forth under Item 1.01 and 2.03 above, which disclosure is incorporated herein by reference.

The Company failed to pay Setco the Principal Amount and accrued and unpaid Interest due under the September 2018 Note on the stated Maturity Date and, therefore, is in default under the September 2018 Note. The Company’s obligations to repay amounts due under the September 2018 Note are secured by the Property, and the Company has executed and delivered the September 2018 Deed of Trust, with Setco as the beneficiary. Pursuant to the September 2018 Note, 10 days after the Company fails to make any payment due under the September 2018 Note, if such payment has still not been made, a late fee of 5% will be assessed.

Item 3.02.

Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above and 5.02 below, which disclosure is incorporated herein by reference.

In connection with the Property Purchase Transaction, the Company issued the 15,000,000 Shares to Setco, as payment of $4,875,000 of the Purchase Price for the Property.

In connection with his appointment as an officer and director of the Company, the Company issued Srikumar Vanamali the Vanamali Stock Options (as defined in Item 5.02 below).

In connection with his appointment as an officer and director of the Company, the Company issued Shaheed Bailey the Bailey Stock Options (as defined in Item 5.02 below).

The issuance of the Shares in connection with the Property Purchase Transaction, and the issuances of the Vanamali Stock Options to Mr. Vanamali and the Bailey Stock Options to Mr. Bailey in connection with their respective appointments as an officers and directors of the Company, are exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission (the “SEC”) under of the Securities Act of 1933, as amended (the Securities Act”), as transactions by an issuer not involving any public offering.

Item 5.01.

Changes in Control of Registrant.

Reference is made to the disclosure set forth under Items 1.01 and 3.02 above, which disclosure is incorporated herein by reference.

In connection with the Property Purchase Transaction, the Company issued 15,000,000 Shares to Setco, as payment of $4,875,000 of the Purchase Price for the Property. As a result, the Company now has 27,486,070 shares of common stock issued and outstanding, with Setco owning approximately 54.6% of the Company’s common equity.

Except as described in this Report, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of the Board of Directors of the Company (the “Board”) and, to the Company’s knowledge, no other arrangements exist that might result in a change of control of the Company.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Carl Dorvil

On October 15, 2018, Carl Dorvil resigned as Chief Executive Officer of the Company. In connection with his resignation, Mr. Dorvil relinquished his role as “Principal Executive Officer” of the Company for SEC reporting purposes. Mr. Dorvil also resigned as the Company’s Chairman of the Board of Directors as of such date. Mr. Dorvil’s resignation was for personal reasons and was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Dorvil’s resignation, his Employment Agreement with the Company, dated June 26, 2017, was deemed to be terminated.

In connection with his resignation, on October 15, 2018, the Company entered into a Separation Letter and General Release Agreement with Mr. Dorvil (the “Dorvil Separation Agreement”), pursuant to which the Company agreed to pay Mr. Dorvil severance pay of three (3) months’ salary, in the aggregate amount of $37,500 (less standard withholding and applicable deductions), in consideration for his general release of the Company and certain related parties from any claims he may have against them. The severance payment is payable within 14 days from the date of Mr. Dorvil’s execution of the Dorvil Separation Agreement. The Company also agreed to reimburse Mr. Dorvil for all unreimbursed travel and business expenses to which Mr. Dorvil is entitled. The Dorvil Separation Agreement also contains standard provisions related to confidentiality and non-disparagement.

Resignation of Dario Saintus

On October 15, 2018, Dario Saintus resigned as Interim Chief Financial Officer of the Company. In connection with his resignation, Mr. Saintus relinquished his role as “Principal Accounting Officer” of the Company for SEC reporting purposes. Mr. Saintus also resigned as member of the Company’s Board as of such date. Mr. Saintus’s resignation was for personal reasons and was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Saintus’s resignation, his Employment Agreement with the Company, dated May 4, 2018, was deemed to be terminated.

In connection with his resignation, on October 15, 2018, the Company entered into a Separation Letter and General Release Agreement with Mr. Saintus (the “Saintus Separation Agreement”), pursuant to which the Company agreed to pay Mr. Saintus severance pay of three (3) months’ salary, in the aggregate amount of $9,000 (less standard withholding and applicable deductions), in consideration for his general release of the Company and certain related parties from any claims he may have against them. The severance payment is payable within 14 days from the date of Mr. Saintus’s execution of the Saintus Separation Agreement. The Company also agreed to reimburse Mr. Saintus for all unreimbursed travel and business expenses to which Mr. Saintus is entitled. The Saintus Separation Agreement also contains standard provisions related to confidentiality and non-disparagement.

Resignation of Chelsea Christopherson

On October 15, 2018, Chelsea Christopherson resigned as President and Chief Operating Officer of the Company. Ms. Christopherson also resigned as member of the Company’s Board as of such date. Ms. Christopherson’s resignation was for personal reasons and was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Ms. Christopherson’s resignation, her Employment Agreement with the Company, dated June 26, 2017, was deemed to be terminated.

In connection with her resignation, on October 15, 2018, the Company entered into a Separation Letter and General Release Agreement with Ms. Christopherson (the “Christopherson Separation Agreement”), pursuant to which the Company agreed to pay Ms. Christopherson severance pay of three (3) months’ salary, in the aggregate amount of approximately $25,000 (less standard withholding and applicable deductions), in consideration for her general release of the Company and certain related parties from any claims she may have against them. The severance payment is payable within 14 days from the date of Ms. Christopherson’s execution of the Christopherson Separation Agreement. The Company also agreed to reimburse Ms. Christopherson for all unreimbursed travel and business expenses to which Ms. Christopherson is entitled. The Christopherson Separation Agreement also contains standard provisions related to confidentiality and non-disparagement.

Appointment of Srikumar Vanamali

On October 15, 2018, Srikumar Vanamali was appointed as a member of the Board, to fill one of the vacancies created by the resignations described above. In addition, upon effectiveness of the resignations described above, Mr. Vanamali was appointed as the Company’s Executive Director, Interim Chief Executive Officer, President, Interim Chief Financial Officer, Secretary and Treasurer, to serve in such offices at the pleasure of the Board, and until his successor has been appointed by the Board. In connection with his appointment as Interim Chief Executive Officer and Interim Chief Financial Officer of the Company, Mr. Vanamali was designated as the Company’s “Principal Executive Officer” and “Principal Financial and Accounting Officer,” respectively, for SEC reporting purposes,

Except as otherwise disclosed in this Report, there are no arrangements or understandings between Mr. Vanamali and any other person pursuant to which he was appointed as an officer and director of the Company. In addition, there are no family relationships between Mr. Vanamali and any of the Company’s other officers or directors. Further, except as otherwise disclosed in this Report, there are no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Vanamali had, or will have, a direct or indirect material interest.

Set forth below, is Mr. Vanamali’s business experience during at least the past 5 years:

Srikumar Vanamali, 36, is an experienced post-MBA executive with 15 years of top-tier, diverse experience in strategy and technology consulting, investment banking and professional business services. Mr. Vanamali has been leading the Company’s Corporate Strategy functions since June 2018. Prior to that, from January 2017 through May 2018, he worked as an investment banker at NMS Capital, a L.A.-based investment banking firm focusing on capital markets and M&A. Before joining NMS Capital, he was a Management Consultant for Sharp Decisions Inc, a business services company through which he provided consulting services to Toyota Financial Services from November 2014 through December 2016. Prior to this, he was a Consultant and Technology Lead at Infosys, a global consulting firm, from November 2003 through June 2012. Mr. Vanamali earned a Bachelor’s in Engineering, Computer Science from the University of Madras, in Chennai, Tamil Nadu, India, in 2003, and an MBA from UCLA Anderson School of Management, in Los Angeles, California, in 2014.

The Company believes Mr. Vanamali will make an excellent addition to the Company’s Board, because the Company will benefit from his 15 years of experience driving growth, process improvement and turnaround strategies for companies and business divisions in both private and public sectors. Mr. Vanamali has a diverse, global leadership background across entrepreneurship, consulting, technology and investment banking and is uniquely positioned to identify corporate growth initiatives (organic and M&A), capital market strategies (debt and equity), operational excellence and business development opportunities pertaining to the Company’s business management ecosystem.

In connection with his appointment as Executive Director and Interim Chief Executive Officer of the Company, the Company (a) agreed to pay Mr. Vanamali and annual base salary of $100,000, and (b) issued Mr. Vanamali 300,000 non-statutory stock options (the “Vanamali Stock Options”), exercisable at $1.00 per share, all of which stock options vested upon the date of grant.

Appointment of Shaheed Bailey

On October 15, 2018, Shaheed Bailey was appointed as a member of the Board, to fill one of the vacancies created by the resignations described above. In addition, upon effectiveness of the resignations described above, Mr. Bailey was appointed as the Company’s Interim Chief Investment Officer, to serve in such offices at the pleasure of the Board, and until his successor has been appointed by the Board.

Except as otherwise disclosed in this Report, there are no arrangements or understandings between Mr. Bailey and any other person pursuant to which he was appointed as an officer and director of the Company. In addition, there are no family relationships between Mr. Bailey and any of the Company’s other officers or directors. Further, except as otherwise disclosed in this Report, there are no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Bailey had, or will have, a direct or indirect material interest.

Set forth below, is Mr. Bailey’s business experience during at least the past 5 years:

Shaheed Bailey, 31, has been serving as Managing Partner and Chief Executive Officer of Veterans Capital Inc., a consulting firm that helps middle market companies raise equity/debt capital and locate strategic and value strategic acquisitions, and provides consulting for cost cutting, tax savings and growth strategies, since October 2012. Prior to that, from June 2010 through September 2012, he served as a Sales Consultant/Partner for Sales Consultants of Morris County, a company that provided strategic consulting services. Before joining Sales Consultants of Morris County, he was a Private Banker with Wells Fargo Bank from July 2008 through April 2010.

The Company believes Mr. Bailey is the right choice for the Company’s Board, because of his extensive experience and relationships with private equity firms, hedge funds, family offices, alternative lenders and banks. In addition, Mr. Bailey’s ability to provide strategic growth strategies, bring on new investors, capital, mergers & acquisition opportunities and investment opportunities, will create tremendous value for the Company and increase both the top line and bottom line.

In connection with his appointment as Interim Chief Investment Officer of the Company, the Company agreed to issue Mr. Bailey 300,000 non-statutory stock options, exercisable at $1.00 per share, all of which stock options vested upon the date of grant.

The foregoing summary of the Dorvil Separation Agreement, the Saintus Separation Agreement and the Christopherson Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the Note, the Deed of Trust and the Purchase Agreement, copies of which are filed as Exhibits 10.2, 10.3 and 10.4 to this Report, respectively, and incorporated herein by reference.

Item 8.01

Other Events.

The Company has been actively seeking sources of equity or debt financing in order to support the Company’s operations, as it currently does not have sufficient cash to meet its operating needs. On October 10, 2018, the Company reached an oral agreement with Setco, pursuant to which Setco would loan the Company $4,875,000. Although the Company has executed and delivered the October 2018 Note to Setco, and Setco has put a lien on the Property to secure the Company’s obligations to repay amounts due under the October 2018 Note, Setco has not yet delivered any funds to the Company. While the Company continues to negotiate with Setco to receive this necessary funding, there can be no assurance that Setco will deliver the funds to the Company on a timely basis, or at all. If Setco does not provide funds to the Company, or if other adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

4.1		Real Estate Lien Note, dated September 28, 2018
4.2		Promissory Note, dated October 10, 2018
10.1		Membership Interest Purchase Agreement, date September 28, 2018
10.2		Separation Letter and General Release Agreement with Carl Dorvil, dated October 15, 2018
10.3		Separation Letter and General Release Agreement with Dario Saintus, dated October 15, 2018
10.4		Separation Letter and General Release Agreement with Chelsea Christopherson, dated October 15, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 24, 2018		GEX MANAGEMENT, INC.


		By: /s/ Srikumar Vanamali
		Name: Srikumar Vanamali
		Title: Executive Director and Interim Chief Executive Officer

Exhibit 4.1

REAL ESTATE LIEN NOTE

Note Date: September 28 , 2018

Maker : GEX MANAGEMENT INC.

Maker’s Mailing Address (including county:		12001 N. Central Expy
		Dallas, TX 75243

Payee: SETCO INTERNATIONAL FORWARDING CORPORATION, a Texas corporation

Place for Paymnet (including county):		12409 Jupiter Road
		Dallas, TX 75218
		Dallas County, Texas

Principal Amount:

$1,125,000.00

Annual Interest Rate on Unpaid Principal from Date: 18%

Scheduled Maturity Date: October 5, 2018

Security for Payment:

Being a 16.84 acre tract of land situated in the Solomon Dixon Survey, Abstract No. 408, Dallas County, Texas, same being that tract of land conveyed to Setco International Forwarding Corporation by deed recorded in Volume 95082, Page 2151, Deed Records, Dallas County, Texas, and being more particularly described by metes and bounds as follows:

BEGINNING at a 1/2 inch iron rod found for corner, said corner being the most westerly Northwest corner of that tract of land conveyed to Dallas Power & Light Company by deed recorded in Volume 710, Page 1510, Deed Records, Dallas County, Texas, and the Southeast corner of that tract of land conveyed to Perimeter Investments One Limited Partnership, a Texas limited partnership (Tract Two), by deed recorded in Volume 98033, Page 1611, Deed Records, Dallas County, Texas;

THENCE North 00 degrees 25 minutes 00 seconds East, along the East line of said Perimeter Investments One Limited Partnership tract, a distance of 1181.36 feet to a 1/2 inch iron rod found for corner, said corner being the Northeast corner of said Perimeter Investments One Limited Partnership tract and the most westerly Southwest corner of that tract of land conveyed to Dallas Power & Light Company by deed recorded in Volume 5509, Page 446, Deed Records, Dallas County, Texas;

THENCE South 53 degrees 10 minutes 07 seconds East, along the Southwest line of said Dallas Power & Light Company (5509/446) tract, a distance of 928.84 feet to a 1/2 inch iron rod found for corner, said corner being the most easterly Northwest corner of said Dallas Power & Light Company (710/1510) tract;

THENCE South 16 degrees 24 minutes 54 seconds East, along a Southwest line of said Dallas Power & Light Company (710/1510) tract, a distance of 650.38 feet to a 1/2 inch iron rod found for corner;

THENCE South 89 degrees 57 minutes 35 seconds West, along the most southerly North line of said Dallas Power & Light Company (710/1510) tract, a distance of 935.83 feet to the POINT OF BEGINNING and containing 733,494 square feet or 16.84 acres of land.

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

Principal and accrued interest shall be payable as follows:

Payments of principal and interest shall be due and payable in full on October 5, 2018.

All remaining unpaid principal and accrued interest shall be due on the Schedule Maturity Date set forth above, subject to earlier acceleration or maturity as provided herein and in the Deed of Trust.

If Maker defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral to it, and the default continues after Payee gives Maker notice of the default and the time within which it must be cured, as may be required by law or by written agreement, then Payee may declare the unpaid principal balance and earned interest on this note immediately due. Maker and each surety, endorser, and guarantor waive all demands for payment, presentations for payment, notice of intention to accelerate maturity, notices of acceleration of maturity, protests, and notices of protest, to the extent permitted by law.

If this note or any instrument securing or collateral to it is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection and enforcement, including reasonable attorney's fees and court costs, in addition to other amounts due. Reasonable attorney's fees shall be 10% of all amounts due unless either party pleads otherwise.

A late fee shall be assessed of 5% of any installment not paid within 10 days of the due date.

Interest on the debt evidenced by this note shall not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law; any interest in excess of that maximum amount shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this and all other instruments concerning the debt.

Should Makers or their successor in interest, without the consent in writing of the holder of this note, sell, transfer or convey their interest in the above described property, then the holder of this note may declare all sums accrued hereby immediately due and payable.

Maker shall have the right or privilege at any time prior to maturity to prepay this Note in whole or in part without penalty. Any prepayments are to be applied to the payment of the installments of principal last maturing and interest will immediately cease on the prepaid principal.

Each Maker is responsible for all obligations represented by this note.

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

GEX MANAGEMENT INC.



/s/ Carl Dorvil

By: Carl Dorvil

Its: CEO

Exhibit 4.2

Promissory Note

Basic Information

Date: October 10, 2018

Borrower: GEX Management Inc.

Borrower’s Mailing Address: 12001 N. Central Expressway, Dallas, Texas 75243

Lender: Setco International Forwarding Corporation, a Texas corporation

Place for Payment: 12409 Jupiter Road, Dallas, Dallas County, Texas 75218

Principal Amount: $4,875,000.00

Annual Interest Rate: 15% per annum

Maturity Date: April 10, 2019

Annual Interest Rate on Matured, Unpaid Amounts: 18%

Terms of Payment (principal and interest): The Principal Amount is due and payable on or before April 10, 2019.

Security for Payment: This note is secured by a deed of trust of even date from Borrower to Erika Knapstein, trustee, which covers the real property described on Exhibit A attached hereto.

This Note is to evidence in part consideration of the Borrower to Lender relating to the sale of the real estate described on Exhibit A on September 28, 2018, and it is an obligation, independent of and in addition to, the Other Debt described in the Deed of Trust of even date. By execution of this Note, Borrower represents, warrants and confirms that it has received valuable consideration for the obligations evidenced in this Note and the Deed of Trust which secures the other Note.

Promise to Pay

Borrower promises to pay to the order of Lender the Principal Amount plus interest at the Annual Interest Rate. This note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. If any amount is not paid either when due under the Terms of Payment or on acceleration of maturity, Borrower promises to pay any unpaid amount plus interest from the date the payment was due to the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts.

Defaults and Remedies

A default exists under this note if (1) Borrower defaults in the payment of this note or in the performance of any obligation in any instrument securing or collateral to this note beyond any applicable notice, cure or grace period, (2) Borrower fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower; (3) any representation in this note or in any other written agreement between Lender and Borrower is materially false when made; (4) a receiver is appointed for Borrower; (5) a bankruptcy or insolvency proceeding is commenced by Borrower; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or a receiver is appointed for Borrower, or any property on which a lien or security interest is created as security (the “Collateral Security”) for any part of this note, and (b) the proceeding continues without dismissal for ninety days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; or (7) Borrower is terminated, begins to wind up its affairs, or is authorized to terminate or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the termination or winding up of the affairs of Borrower, any Collateral Security is assigned for the benefit of creditors, and any Collateral Security is impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, except as provided in the deed of trust..

Upon the occurrence of a default under this note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the note immediately due, and may exercise all other rights and remedies available at law or in equity.

Waivers

Borrower waives, to the extent permitted by law, all (1) demand for payment, (2) presentation for payment, (3) notice of intention to accelerate maturity, (4) notice of acceleration of maturity, (5) protest, and (6) notice of protest.

Attorney’s Fees

Borrower also promises to pay reasonable attorney’s fees and court and other costs if an attorney is retained to collect or enforce the note and Lender is the prevailing party in such action. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the note and will be secured by any security for payment.

Usury Savings

Interest on the debt evidenced by this note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this note and all other instruments concerning the debt.

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Other Clauses

Each Borrower is responsible for all obligations represented by this Note and the other instruments securing this Note.

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

Borrower :

GEX MANAGEMENT INC.

By: /s/ Joshua Rebecca
Name: Joshua Rebecca

Its: Authorized Signatory

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EXHIBIT A

Being a 16.84 acre tract of land situated in the Soloman Dixon Survey, Abstract No. 408, Dallas County, Texas, same being that tract of land conveyed to Setco International Forwarding Corporation by deed recorded in Volume 95082, Page 2151, Deed Records, Dallas County, Texas and being more particularly described bny metes and bounds as follows:

THENCE South 53 degrees 10 minutes 07 seconds East, along the Southwest line of said Dallas Power & Light Company (5509/446 tract, a distance of 928.84 feet to a 1/2 inch iron rod found for corner, said corner being the most easterly Northwest corner of said Dallas Power & Light Company (710/1510) tract;

THENCE South 16 degrees 24 minutes 54 seconds East, along a Southwest line of said Dallas Power & Light Company (710/1510) tract, a distance of 650.38 feet to a 1/2 inch iron rod found for corner;

THENCE South 89 degrees 57 minutes 35 seconds West, along the most southerly North line of said Dallas Power & Light Company (710/1510) tract, a distance of 935.83 feet to the POINT OF BEGINNING and containing 733,494 square feet or 16.84 acres of land.

Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

Setco International Forwarding, Inc. (“ Buyer ”)

And

GEX Management, Inc. (“ Seller ”)

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this

“ Agreement ”) is entered into effective as of September 28, 2018 (“ Effective Date ”) by and among Setco International Forwarding, Inc., a Texas corporation (“ Buyer ”), and GEX Management, Inc., a Texas Corporation (“ Seller ”) (collectively “Parties” and individually “ Party ”), for the purchase of the 51% of the member interests in Payroll Express, LLC, a California limited liability company (“ PAYEX ”).

RECITALS

WHEREAS , PAYEX is a limited liability company that owns certain service agreements of which true and correct copies have been reviewed and sent to Buyer by Seller; and

WHEREAS , the Seller owns fifty-one percent (51%) of the member interests in PAYEX (the “ PAYEX Member Interest ”); and

WHEREAS , Buyer wishes to buy from Seller, and Seller wishes to sell to Buyer the PAYEX Member Interests, subject to the terms and conditions set forth herein;

NOW, THEREFORE , in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

	Article I.

	SALE AND PURCHASE OF PAYEX

1..0 Sale and Purchase of PAYEX Member Interest; Consideration . The Seller hereby agrees, subject to the terms and conditions of this Agreement, to sell, assign, transfer and deliver to Buyer at the Closing (as hereinafter defined) free and clear of all liens, claims, charges, limitations, agreements, restrictions and encumbrances whatsoever, the PAYEX Member Interest for the consideration specified in Section 1.1 . The Seller hereby transfers all title over the PAYEX Member Interest to Buyer at the time of Closing, which includes all rights and obligations connected to the PAYEX Member Interest including but not limited to all rights to dividends, capital, all voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and paid to Buyer. The transfer is effective at the execution of this Agreement and the issuance of the consideration defined in Section1.2.

1..1

Total Purchase Price for PAYEX Member Interest . The total purchase price for the PAYEX Member Interest shall be five million dollars ($5,000,000) worth out of the sale of the Vacant Land located on 130000 LBJ Freeway, Dallas, TX 75228.

1..2 Closing . The closing of the sale and purchase of the PAYEX Member Interest to the Buyer shall take place contemporaneously with the execution of this Agreement at the offices of the Seller (the “ Closing ”).

	Article II.

	REPRESENTATIONS AND WARRANTIES

2.0 Representations and Warranties of Buyer . PAYEX and Seller represents and warrants to and agrees to Seller, as follows:

(a) Organization; Power and Authority; Authorization; Subsidiaries . PAYEX is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and Seller has full corporate power and authority to execute and deliver this Agreement and to perform the Seller’s obligations hereunder and thereunder. Seller has all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and other assets, to conduct its businesses as presently conducted and as proposed to be conducted. The execution, delivery and performance by Seller of this Agreement and has been duly and validly authorized by all necessary corporate action.

(b) Non-Contravention; Governmental Authorities and Consents . The execution, delivery and performance of this Agreement does not and will not violate, result in creation of a lien under, or cause a default or a breach of any term or provision of (i) any statute or other law applicable to Buyer, (ii) any rule or regulation of any governmental agency or authority applicable to Seller, (iii) any agreement, document or instrument to which Seller is a party or by which it is bound, (iv) any judgment, order or decree of any court or governmental agency or authority applicable to Seller or PAYEX or (v) the organizational documentation of PAYEX or any resolution of the Seller’s Board of Directors, members or managers. No consent, approval, or other authorization is required on the part of any person, governmental authority or other entity in connection with the execution, delivery and performance of this Agreement by the Seller.

(c) No Undisclosed Liabilities . PAYEX does not have any undisclosed liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with United States generally accepted accounting principles applied on a consistent basis, except for liabilities or obligations (i) disclosed in Buyer’s financial statements, (ii) incurred in the ordinary course of business and consistent with past practices since the date of the latest Buyer balance sheet and (iii) that are not material in the aggregate to PAYEX or Seller. Seller and PAYEX have filed all necessary tax returns and/or audit documentation with the proper tax and/or regulatory authority.

(d) Bankruptcy Matters . Seller and PAYEX are not subject to any voluntary case under title 11 of the United States Code or any other bankruptcy, insolvency or similar law of any state, federal, foreign or other jurisdiction, nor has any Person commenced an involuntary case against or involving the Seller and/or PAYEX under title 11 of the United States Code or any other bankruptcy, insolvency any similar law of any state, federal, foreign or other jurisdiction.

(e) PAYEX’s Capitalization . All of the PAYEX Member Interest has been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record beneficially by Seller, free and clear of all encumbrances. Upon consummation of the transactions contemplated herein, Buyer shall own 51% of non-dilutive PAYEX Member Interest free and clear of all encumbrances.

(f) All of the PAYEX Member Interest was issued in compliance with applicable laws. None of the PAYEX Member Interest was issued in violation of any agreement, arrangement or commitment to which Seller is a party or is subject to or in violation of any preemptive or similar rights of any person.

(g) Legal Proceedings; Governmental Orders . There is no claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise whether at Law or in equity (“ Actions ”) are pending or, threatened or accrued (i) against or by PAYEX and/or Seller affecting any of its properties or assets or (ii) against or by PAYEX and/or Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(i) Assets and Real Property of PAYEX . PAYEX owns certain service agreements (the “ Service Agreements ”) that have been received and sent to Buyer, in their true and correct form. The Service Agreements are free from any mortgages, liens, pledges, charges, encumbrances, equities, claims, covenants, conditions or restrictions except as shown on the financial records of PAYEX or disclosed herein by PAYEX and/or Seller.

2.1 Representations and Warranties of Buyer . Buyer represents and warrants and agrees to Seller, as follows:

(a) Organization of the Buyer . Buyer is a Texas corporation and is duly organized, validly existing, and in good standing in the State of Texas.

(b) Authorization of Transaction . Seller, through its Board of Directors, has full capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(c) Noncontravention . To Buyer’s knowledge, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will in any material respect (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer or is subject or any provision of its organization documents, as applicable or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which any of Buyer's assets is subject.

	Article III.

	INDEMNIFICATION

Seller shall defend, indemnify and hold Buyer and its officers, directors, and affiliates (collectively, the

“Buyer’s Indemnified Parties” ) harmless from any and all Third Party Claims and Losses resulting from (a) any material breach or material inaccuracy of a representation or warranty of Seller and/or PAYEX contained in this Agreement; or (b) any failure by Seller to perform or comply with any covenant applicable to it contained in this Agreement. Seller’s liability under this indemnification provision will not be limited to the amount that Buyer has paid to the Seller under this Agreement.

	Article IV.

	GENERAL

4..0 Expenses . Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

4..1 Assignment . This Agreement and the other agreements entered into by the Parties in connection herewith will be binding on the Parties hereto and their respective heirs, estates, guardians, executors, administrators, successors and assigns; provided, however, other than the Parties and their respective heirs, estates, guardians, executors, administrators, successors and assigns, nothing in this Agreement express or implied, is intended to confer upon any other Person any rights, remedies, obligations or liabilities of any nature whatsoever under or by reason of this Agreement.

4...2 Severability . If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b) such provision will remain in effect to the extent it is not invalid or unenforceable; and (c) the remainder of this Agreement shall remain in full force and effect and shall in no way be invalidated.

4..3 Waiver . A delay or failure in enforcing any right or remedy afforded hereunder or by law shall not prejudice or operate to waive that right or remedy or any other right or remedy for a future breach of this Agreement, whether of a like or different character.

4..4 Governing Law . This Agreement, including any exhibits attached hereto, shall be construed in accordance with the substantive and procedural laws of the United States and the State of Texas applicable to agreements executed and wholly performed therein, without regard to rules or principles of conflict of laws that might require the application of the laws of any other jurisdiction.

4..5 Entire Agreement . This Agreement, including any exhibits attached hereto, sets forth the entire agreement between the Parties and supersedes all contracts, proposals or agreements, whether oral or in writing, and all negotiations, discussions and conversations, between the Parties with respect to the subject matter contained in this Agreement. Any policies, agreements or understandings made between the Parties relating to the subject matter of this Agreement and not explicitly set forth in this Agreement are void and unenforceable. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party hereto.

4.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original hereof but all of which together shall constitute one agreement. It is the express intent of the Parties to be bound by the exchange of signatures on this Agreement via electronic transmissions or original signatures.

IN WITNESS WHEREOF, each of the Parties hereto, intending to be legally bound, has executed this Agreement as of the date first set forth above.

	Seller:
	GEX Management, Inc.


	By: /s/ Carl Dorvil
	Carl Dorvil, Chief Executive Officer and Chairman


	Buyer:
	Setco Forwarding International, Inc.


	By: /s/ Nabil Sahliveh
	Nabil Sahliyeh

Exhibit 10.2

		GEX Management, Inc.
		12001 N. Central Expressway
		Ste 825
		Dallas, TX 75243

October 15, 2018

Carl Dorvil

1114 Newcastle Drive

Rockwall, TX 75032

Re: Separation Letter and General Release Agreement Dear Carl Dorvil,

According to your representations to GEX Management Inc. (“GEX”), you have decided to resign your employment with GEX effective on October 15, 2018. In order to settle, resolve and dispose of all disputes, differences, potential claims and controversies between you and GEX, if any, existing up to, including and since your resignation of employment, you and GEX enter this Separation Letter and General Release Agreement (“Agreement”) and agree as follows:

In consideration for your release of claims, as well as your other promises contained herein, GEX will pay you severance pay of three (3) months salary in the total gross amount of $37,500.00 less standard withholding and applicable deductions, payable in one lump sum amount within fourteen (14) days from the date of receiving a signed and fully executed copy of this Agreement at the GEX office located at 12001 N Central Expressway, STE 825, Dallas, TX 75243.

In exchange for the promises contained in this Agreement and release of claims as set forth below, and provided that you sign this agreement and return it to GEX by October 30, 2018 and do not revoke this Agreement as set forth in Paragraph 13(d):

Within fourteen (14) days of receiving a signed and fully executed copy of this Agreement, GEX will pay you for three (3) months salary of pay as severance in one lump sum of $37,500.00 in accordance with the Company's normal payroll process which means that any payment will be less standard withholding and applicable deductions.

All unreimbursed travel and business expenses to which Employee is entitled to reimbursement as of the Resignation Date will be promptly paid to Employee after submission of expense reports in accordance with standard GEX policy.

Employee shall return promptly return all GEX property provided to Employee or in Employee’s possession or control. In the event Employee fails to return GEX property in accordance with the terms of this Agreement, GEX shall have the right to offset against payments or benefits owing to Employee hereunder the replacement value of any and all such unreturned property.

In exchange for the consideration set forth in Paragraphs 1, 2, and 3 above, and the promises reflected herein and for other good and valuable consideration, the sufficiency of and receipt of which are hereby acknowledged and confirmed, you, for and on behalf of yourself individually and your heirs, representatives, and assigns, if any, now release, discharge and relinquish GEX and its predecessors, successors, parent entities, subsidiaries, attorneys, officers, directors, employees, former employees, agents and assigns (the “GEX Released Parties”), jointly and/or severally, from any and all claims, actions, demands, liabilities, and/or causes of actions of whatever kind or character, joint or several, whether now known or unknown, asserted or unasserted, including but not limited to, those which might in any way arise out of or relate to your employment or the termination of your employment or any agreements with any of the GEX Released Parties and you, including, but not limited to the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, 42 U.S.C. §1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employment Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Sarbanes-Oxley Act, or under any applicable state or local laws or ordinances or any other legal restrictions on GEX’s rights, including section 451 of the Texas Labor Code and the Texas Commission on Human Rights Act, or any other claim, regardless of the forum in which it might be brought, if any, which you have, might have, might claim to have against GEX Released Parties, or any of them individually, for any and all injuries, harm, damages, penalties, costs, losses, expenses, attorney’s fees, and/or liability or other detriment, if any, whenever incurred, or suffered by you as a result of any and all acts, omissions, or events by the GEX Released Parties, collectively or individually, through the Effective Date of this Agreement, as defined in Attachment 1 to this Agreement.

You and GEX agree, acknowledge and understand that this Agreement constitutes a release which includes, but is not limited to, any and all claims, actions, demands, and causes of action, if any, arising from or in any way connected with the employment relationship between you and GEX and the ending thereof, including any claim of discrimination, retaliation, failure to accommodate, wrongful termination, breach of contract, for payment of wages and/or tortious conduct, including all claims that were or could have been brought by you.

You and GEX agree that in spite of and notwithstanding the above language, you in no way release any claims to employee benefits, including pension and/or retirement benefits, if any, that were vested as of the date of your resignation.

You also acknowledge that you have been informed pursuant to the federal Older Workers Benefit Protection Act of 1990 that:

a. You have the right to consult with an attorney before signing this Agreement;

b. You do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed.

c. You have twenty-one (21) days from the date of this letter to consider this Agreement;

d. You have seven (7) days after signing this Agreement to revoke the Agreement, and the Agreement will not be effective until that revocation period has expired.

You further specifically agree and knowingly and voluntarily enter this Agreement with the purpose of waiving and releasing any claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in detail in Attachment 1 to this Agreement.

10.

You also agree and acknowledge that if you decide to re-apply for employment with GEX or any affiliated or subsidiary entity or its successors within one (1) year from the date of your resignation, you will refund the amount paid in severance to GEX.

11.

This Agreement shall not enhance, alter, or otherwise interfere with any vested rights that you may have in any retirement plan.

12.

You further agree that in exchange for the compensation and promises provided for herein, and as an essential and material consideration for such payment, you agree that you or your representative or agent will not disclose this Agreement or its terms or conditions or the facts alleged that serve as the basis of the Agreement to any third party, entity or government organization, unless you are required to do so by law or by legal process, and that all such matters shall remain strictly confidential and shall not be disclosed or eluded to in any manner, other than to your spouse, attorneys and tax advisors, provided that such parties are advised by your of the confidentiality requirement and that they agree to maintain full confidentiality. It is specifically understood that a breach of this confidentiality agreement to a person or entity to which disclosure is not permitted shall constitute a breach of the Agreement between you and GEX.

13.

Further, you and GEX agree that neither you nor GEX will make disparaging remarks about the other regarding your employment with GEX, tenure and separation from employment, including the matters giving rise to this Agreement.

14.

Further, you and GEX acknowledge that (a) GEX has provided you access to trade secret, confidential, and/or proprietary information of GEX (including without limitation, employee statistical and/or demographic information; business plans; marketing plans (national and regional and local); market information; management processes; designs, technology, and testing; on-line systems and other computer systems; financial matters; performance results; and employee compensation) (collectively, the “Confidential Information”); (b) the Confidential Information has been and will be established and maintained at great expense to GEX; (c) GEX expects to make a substantial investment in maintaining and expanding the opportunities available to it as a result of the existence of the Confidential Information; (d) the disclosure to, or use of such information by a competitor or a claimant would cause serious financial harm to GEX; and (e) without regard to whether any Confidential Information would be deemed confidential, material, or important by any third party, you and GEX now agree that, as between them, the Confidential Information is important, material, and confidential and gravely affects the effective successful conduct of business and mission of GEX and its goodwill.

GEX has in the past provided you with Confidential Information and, even though you understand that you have had such an obligation since you began your employment with GEX, in exchange for your agreements set forth herein, you agree that you or your representative or agent shall not, directly or indirectly, through any form of ownership, in any individual or representative or affiliated capacity whatsoever, reveal, divulge, disclose, or communicate to any person, firm, association, corporation, or other entity any Confidential Information belonging to GEX.

15.

You and GEX agree that the terms of this Agreement are contractual in nature and not merely recitals, and shall be governed and construed in accordance with the laws of the State of Texas. The venue for any dispute arising out of this Agreement shall be in a court of competent jurisdiction in Dallas County, Texas. You and GEX further agree that should any part of this Agreement be declared or determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the parties intend that the legality, validity, and enforceability of the remaining parts shall not be affected thereby, and said illegal, invalid or unenforceable parts shall be deemed not to be part of this Agreement.

16.

The forbearance or failure of one of the parties hereto to insist upon strict compliance by the other with any provisions of this Agreement, whether continuing or not, shall not be construed as a waiver of any rights or privileges hereunder. No waiver of any right or privilege or a party arising from any default or failure hereunder of performance by the other shall affect such party’s rights or privileges in the event of a further default or failure of performance.

17.

You and GEX agree that in executing this Agreement neither you nor GEX has relied upon and does not rely upon any document, representation or statement, whether written or oral, other than those specifically set forth in this Agreement. You and GEX also agree that this Agreement and its Attachment constitute the entire agreement between you and GEX, supersede any and all prior agreements or understandings, written or oral, pertaining to the subject matter of this Agreement, and contain all covenants and agreements in any manner whatsoever between the parties with respect to such matters. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally, but may be changed only through written addendum executed by both you and GEX.

18.

You represent that you fully understand your right to review all aspects of this Agreement with an attorney of your choice, that you have had the opportunity to consult with an attorney of your choice, that you have carefully read and fully understand all the provisions of this Agreement and that you are freely, knowingly and voluntarily entering into this Separation Agreement and General Release.

19.

You understand and agree that this Agreement does not constitute an admission of any kind by GEX, but is simply an accommodation that offers certain extra benefits to which you would not otherwise be entitled in return for your agreeing to sign this Agreement.

20.

You declare that the terms of this Agreement and its Attachment have been completely read, are fully understood and are voluntarily accepted, after complete consideration of all facts, and constitutes a full settlement of any and all claims, disputed or otherwise, as provided herein.

Therefore, you and GEX execute this Agreement as follows:

GEX MANAGEMENT. INC.

By:	/s/ Chelsea Christopherson	10/15/18
	COO/President	Date


	/s/ Dario Saintus	10/15/18
	Interim CFO	Date


	/s/ Carl Dorvil	10/15/18
	Carl Dorvil	Date

	ATTACHMENT 1
	ADEA RELEASE

[Resigning Employee Name] hereby acknowledges that he knowingly and voluntarily enters into this Agreement with the purpose of waiving and releasing any claims under the Age Discrimination in Employment Act of 1967, as amended, and as such, he/she acknowledges and agrees that:

(1)

this Agreement is worded in an understandable way;

(2)

Carl Dorvil is entering into this Agreement freely and voluntarily and has carefully read and understands all of the provisions of this Agreement;

(3)

any rights or claims arising under the ADEA are waived;

(4)

claims under the ADEA that may arise after the date of this Agreement are not waived;

(5)

the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Carl Dorvil was already undisputedly entitled;

(6)

Carl Dorvil has been advised in writing to consult with an attorney prior to executing this Agreement, and has had an opportunity to do so;

(7)

Carl Dorvil has been given a period of time, up to twenty-one (21) days from the date of this Letter, if desired, to consider this Agreement, and understands that he/she may revoke his waiver and release of any ADEA (age discrimination) claims covered by this Agreement; provided however, that such a revocation will be deemed to cause a failure of consideration for this Agreement, whereupon GEX would be entitled to a return of any monies paid to Carl Dorvil under this Agreement;

(8)

Carl Dorvil understands that this Agreement shall not become effective until the eighth

day after he signs the Agreement without revocation (the “Effective Date”); and

(9)

Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one (21) day period.

Exhibit 10.3

	GEX Management, Inc.
	12001 N Central Expressway
	Ste 825
	Dallas, TX 75243

October 15, 2018

Dario Saintus

700 Castlewood Lane

Arlington, TX 76012

Re: Separation Letter and General Release Agreement Dear Dario Saintus,

In consideration for your release of claims, as well as your other promises contained herein, GEX will pay you severance pay of three (3) months salary in the total gross amount of $9,000.00 less standard withholding and applicable deductions, payable in one lump sum amount within fourteen (14) days from the date of receiving a signed and fully executed copy of this Agreement at the GEX office located at 12001 N Central Expressway, STE 825, Dallas, TX 75243.

Within fourteen (14) days of receiving a signed and fully executed copy of this Agreement, GEX will pay you for three (3) months salary of pay as severance in one lump sum of $9,000.00 in accordance with the Company's normal payroll process which means that any payment will be less standard withholding and applicable deductions.

You also acknowledge that you have been informed pursuant to the federal Older Workers Benefit Protection Act of 1990 that:

a. You have the right to consult with an attorney before signing this Agreement;

b. You do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed.

You have twenty-one (21) days from the date of this letter to consider this Agreement;

d. You have seven (7) days after signing this Agreement to revoke the Agreement, and the Agreement will not be effective until that revocation period has expired.

10.

11.

This Agreement shall not enhance, alter, or otherwise interfere with any vested rights that you may have in any retirement plan.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Therefore, you and GEX execute this Agreement as follows:

GEX MANAGEMENT, INC


By: /s/ Carl Dorvil		10/15/18
CEO


By: /s/ Dario Saintus
Dario Saintus		10/15/18

	ATTACHMENT 1
	ADEA RELEASE

(1)

this Agreement is worded in an understandable way;

(2)

Dario Saintus is entering into this Agreement freely and voluntarily and has carefully read and understands all of the provisions of this Agreement;

(3)

any rights or claims arising under the ADEA are waived;

(4)

claims under the ADEA that may arise after the date of this Agreement are not waived;

(5)

the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Dario Saintus was already undisputedly entitled;

(6)

Dario Saintus has been advised in writing to consult with an attorney prior to executing this Agreement, and has had an opportunity to do so;

(7)

Dario Saintus has been given a period of time, up to twenty-one (21) days from the date of this Letter, if desired, to consider this Agreement, and understands that he/she may revoke his waiver and release of any ADEA (age discrimination) claims covered by this Agreement; provided however, that such a revocation will be deemed to cause a failure of consideration for this Agreement, whereupon GEX would be entitled to a return of any monies paid to Dario Saintus under this Agreement;

(8)

Dario Saintus understands that this Agreement shall not become effective until the eighth

day after he signs the Agreement without revocation (the “Effective Date”); and

(9)

Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one (21) day period.

Exhibit 10.4

		GEX Management, Inc.
		12001 N Central Expressway
		Ste 825
		Dallas, TX 75243

October 15, 2018

Chelsea Christopherson

6617 Lynch Lane

Garland, TX 75044

Re: Separation Letter and General Release Agreement Dear Chelsea Christopherson,

In consideration for your release of claims, as well as your other promises contained herein, GEX will pay you severance pay of three (3) months salary in the total gross amount of $25,001.58 less standard withholding and applicable deductions, payable in one lump sum amount within fourteen (14) days from the date of receiving a signed and fully executed copy of this Agreement at the GEX office located at 12001 N Central Expressway, STE 825, Dallas, TX 75243.

Within fourteen (14) days of receiving a signed and fully executed copy of this Agreement, GEX will pay you for three (3) months salary of pay as severance in one lump sum of $25,001.58 in accordance with the Company's normal payroll process which means that any payment will be less standard withholding and applicable deductions.

You also acknowledge that you have been informed pursuant to the federal Older Workers Benefit Protection Act of 1990 that:

a. You have the right to consult with an attorney before signing this Agreement;

b. You do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this waiver is executed.

You have twenty-one (21) days from the date of this letter to consider this Agreement;

d. You have seven (7) days after signing this Agreement to revoke the Agreement, and the Agreement will not be effective until that revocation period has expired.

10.

11.

This Agreement shall not enhance, alter, or otherwise interfere with any vested rights that you may have in any retirement plan.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Therefore, you and GEX execute this Agreement as follows:

GEX MANAGEMENT, INC



By: /s/ Carl Dorvil		10/15/18
CEO


By: /s/ Chelsea Christopherson		10/15/18
Chelsea Christopherson

	ATTACHMENT 1
	ADEA RELEASE

(1)

this Agreement is worded in an understandable way;

(2)

Chelsea Christopherson is entering into this Agreement freely and voluntarily and has carefully read and understands all of the provisions of this Agreement;

(3)

any rights or claims arising under the ADEA are waived;

(4)

claims under the ADEA that may arise after the date of this Agreement are not waived;

(5)

the rights and claims waived in this Agreement are in exchange for additional consideration over and above anything to which Chelsea Christopherson was already undisputedly entitled;

(6)

Chelsea Christopherson has been advised in writing to consult with an attorney prior to executing this Agreement, and has had an opportunity to do so;

(7)

Chelsea Christopherson has been given a period of time, up to twenty-one (21) days from the date of this Letter, if desired, to consider this Agreement, and understands that he/she may revoke his waiver and release of any ADEA (age discrimination) claims covered by this Agreement; provided however, that such a revocation will be deemed to cause a failure of consideration for this Agreement, whereupon GEX would be entitled to a return of any monies paid to Chelsea Christopherson under this Agreement;

(8)

Chelsea Christopherson understands that this Agreement shall not become effective until

the eighth day after he signs the Agreement without revocation (the “Effective Date”); and

(9)

Any changes made to this Agreement, whether material or immaterial, will not restart the running of this twenty-one (21) day period.