Exhibit 10.1

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of December 31, 2020 and signed on January 11, 2021, by and among GENERATION HEMP, INC., a Colorado corporation (“GENH”), GENH HALCYON ACQUISITION, LLC, a Texas limited liability company and a wholly-owned subsidiary of GENH (“Buyer”), OZ CAPITAL, LLC, a Texas limited liability company (“Oz Capital”), OZC AGRICULTURE KY, LP, a Texas limited partnership (“Parent”), HALCYON THRUPUT, LLC, a Texas limited liability company and a wholly-owned subsidiary of Parent (“Seller”), and Owners set forth on the signature pages hereto (individually, “Owner” and collectively, “Owners”).

RECITALS

A. GENH, Buyer, Oz Capital, Parent, Seller and Owners (the “Parties”) are parties to that certain Asset Purchase Agreement, dated effective as of March 7, 2020 (the “Agreement”).

B. The Parties desire to amend the Agreement as set forth below.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual agreements herein set forth and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Amendments.

all billed accounts receivable identified on Schedule 1.1(c) and all unbilled accounts receivable;

(j) all rights of recovery, causes of action, choses in action, insurance claims and insurance proceeds, and all other claims of Seller against third parties relating to any of the foregoing assets of the Business, whether choate or inchoate, known or unknown, contingent or noncontingent, other than the WCA Claim; and any WCA Claim Proceeds as defined in 3.1(e).

Real Property. Buyer shall lease the Real Property from Oz Capital pursuant to the Assignment and Amendment of Lease and Oz Capital shall grant Buyer the option to purchase the Real Property pursuant to the Real Property Option to Purchase Contract in the forms attached hereto as Exhibit “C” (the “Real Property Agreements”), which Buyer and Oz Capital shall execute simultaneously with the execution of this Agreement and close simultaneously with the Closing. A total of $575,000.00 Purchase Price shall be allocated to the Real Property Option to Purchase Contract. Section 7.13 is hereby deleted from the Agreement. All references in the Agreement to the Real Property Purchase Agreement shall hereafter refer to the Real Property Purchase Agreement.

1.5 DaysOS Software. Buyer or its Affiliates shall acquire 100% of Oz Capital’s 100% membership interest (the “DaysOS Interest”) in DaysOS, LLC, a Texas limited liability company (“DaysOS”) as an asset transferred pursuant to this Agreement. Additionally, Oz Capital represents that DaysOS is the sole owner of the DaysOS software program used by Seller in connection with the Business (the “DaysOS Software License”). A portion of the PurchasePrice shall be allocated to the DaysOS Interest and the DaysOS Software License pursuant to and in accordance with Section 3.6.

(a) Amount of Purchase Price. As full consideration for the sale of the Business, consisting of the transfer and conveyance of the Assets by Seller free and clear of all Liens, except for Permitted Liens, to Buyer hereunder, Buyer shall pay to Seller an aggregate purchase price of $5,100,000.00 (the “Purchase Price”), which will be payable as follows: (i) $1,750,000.00 will be paid in cash at the Closing, subject to adjustment pursuant to Section 3.5, below on account of Adjusted Working Capital (hereinafter defined) (as so adjusted, the “Cash Payment”); (ii) 6,250,000 shares of Common Stock, no par value per share of GENH (“GENH Common Stock”), which number is equal to the quotient of $2,500,000.00 divided by $.40, will be issued to the Holders (hereinafter defined) (the “Stock Consideration”); (iii) Buyer’s delivery to Seller at Closing of the Subordinated Promissory Note in the original stated amount of $850,000 in substantially the form attached hereto as Exhibit “C” (the “Subordinated Promissory Note”), and (iv) Buyer’s assumption of the Assumed Liabilities, which shall involve Buyer’s execution and delivery at Closing of the Subordinated Promissory Note and Buyer’s payoff at Closing of the Promissory Note dated May 15, 2019, by Seller, as borrower, in favor of Community Financial Banking Center, as lender, in the original principal amount of $1,250,000.00. The Subordinated Promissory Note shall be personally guaranteed by Evans pursuant to a personal guaranty in substantially the form attached hereto as Exhibit “C”. The Purchase Price is subject to adjustment pursuant to Section 3.5 below. The Cash Payment shall be made in cash by wire transfer of immediately available funds to the account of Seller.

(vi) The first and last sentences only of Section 5.12(a) of the Agreement is hereby amended and restated as follows:

(a) Mandatory Registration. As soon as reasonably practicable, following the Closing, but not later than six (6) months after the Closing Date, the Company shall file a registration statement with the SEC providing for registration of all of the GENH Common Stock issued to Seller pursuant to this Agreement then outstanding (the “Registration Statement”).

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Notwithstanding any registration of the GENH Common Stock, the Holders shall not have the right to Transfer the GENH Common Stock until after the expiration of the Restricted Period; provided, however, that the Holders shall be permitted to Transfer (i) 50% of the GENH Common Stock any time within the first six (6) months of the Restricted Period if the Company has received at least $10 million from the sale of GENH Common Stock during such six (6) month period, and (ii) an additional 25% of the GENH Common Stock if the conditions in (i) have been satisfied and the 10-day volume-weighted average price (VWAP) of the GENH Common Stock has been $1.00 or higher.

(vii) Section 6.2(a)(ii) of the Agreement is hereby amended and restated as follows:

(ii) the GENH Common Stock to be issued on the Closing Date issued to the Holders as provided on Schedule 3.1(b) and the Mortgage Promissory Note and Documentation executed by Buyer;

10.6 Offset. To the extent that Buyer or GENH shall have any Claims for Losses under Section 3.5 or Section 10.2, Buyer or GENH and its Affiliates shall have the right, as a non-exclusive remedy, to offset such Losses against any portion of the GENH Common Stock (including the Stock Consideration). 

(viii) Exhibit “A” of the Agreement is hereby amended to add the following definitions:

“Real Property Agreements” has the meaning set forth in Section 3.1(a).

“Subordinated Promissory Note” has the meaning set forth in Section 3.1(a).

(ix)  Sections 3.1(c) and Section 3.1(d) are deleted in their entirety from the Agreement. Section 3.1(e) is amended to state:

WCA Claim. Seller and Buyer both agreed and acknowledge that Seller is attempting to settle the WCA Claim and such process by the Seller will continue after the Closing and that Buyer is not assuming any liability with respect to the WCA Claim. However, if Seller recovers any amounts in connection with the WCA Claim net of expenses incurred in such settlement that are not payable to its insurer in its subrogation claims (the “WCA Claim Proceeds”), the Seller shall remit such WCA Claim Proceeds to Buyer if the Subordinated Promissory Note has been paid in full or if the Subordinated Promissory Note is outstanding, the WCA Claim Proceeds shall be immediately applied to reduce the outstanding balance on the Subordinated Promissory Note.

(x)  Sections 3.2, 3.3 and 3.4 of the Agreement and all References to the Earn-Out Payment are deleted in their entirety from the Agreement.

(xi)  The Real Property Purchase Agreement is hereby deleted in its entirety from the Agreement.

(xii)  The Term Employment Agreements are hereby amended and restated in the form attached as Exhibit D.

2. All capitalized terms not defined herein shall have the meanings set forth in the Agreement.

3. The Parties acknowledge and agree that, except as amended herein, the Agreement is in full force and effect and is hereby ratified and confirmed.

4. To the extent that any provision of this Amendment conflicts or is inconsistent with the Agreement, the provisions of this Amendment shall control.

5. This Amendment (i) may be executed by facsimile, e-mail or DocuSign signatures and in several counterparts, and each counterpart when so executed and delivered shall constitute an original of this Amendment, and all such separate counterparts shall constitute but one and the same Amendment; and, (ii) together with the Agreement, embodies the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings related to such subject matter.

6. Except as expressly amended hereby, the Agreement and each of the provisions contained therein shall remain in full force and effect, unmodified.

Signature Pages Follow

EXECUTED to be effective as of the date first above written.

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT – Page 5

Exhibit 10.2

$850,000.00 January 11, 2021

SUBORDINATED PROMISSORY NOTE

For value received, GENH HALCYON ACQUISITION, LLC, a Texas limited liability company (the “Borrower”), promises to pay to HALCYON THRUPUT, LLC, a Texas limited liability company, or its assigns (the “Holder”), the principal sum of $850,000.00 (U.S. Dollars), together with all accrued and unpaid interest thereon as set forth below. All payments of principal and interest hereunder shall be made by wire transfer pursuant to wire transfer instructions that may be provided by the Holder to the Borrower from time to time.

This Subordinated Promissory Note (this “Note”) has been delivered pursuant to that certain Asset Purchase Agreement (the “Purchase Agreement”), by and among Generation Hemp, Inc., a Colorado corporation, the Borrower, OZ Capital, LLC, a Texas limited liability company, OZC Agriculture KY, LP, a Texas limited partnership, the Holder and the Owners set forth on the signature pages to the Purchase Agreement, dated March 7, 2020, as amended, and shall be governed by the terms of such Purchase Agreement. Any capitalized terms used herein and not defined herein, shall have the meanings set forth in the Purchase Agreement.

1. Payments. The Borrower shall pay all of the outstanding principal, together with all accrued and unpaid interest hereunder, on March 31, 2021.

2. Interest Rate. Simple interest on the unpaid principal balance of this Note shall accrue at the lesser of six percent (6%) per annum and the highest rate permitted by law. If an Event of Default (as defined below) shall occur under this Note, interest shall immediately commence accruing at a default rate of ten percent (10%) per annum.

3. Default. The occurrence of any of the following events of default (each, an “Event of Default”) shall, at the option of the Holder hereof, make all principal and interest (to the extent accrued) then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon written demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

(a) Failure to Pay Principal or Interest. The Borrower fails to pay any installment of principal or interest due under this Note when due and such failure continues for a period of five (5) days after written notice.

(b) Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed without the consent of the Borrower, which shall constitute an automatic Event of Default and shall result in all remaining unpaid principal and interest due hereon immediately due and payable without the written demand from the Holder.

(c) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower, which shall constitute an automatic Event of Default and shall result in all remaining unpaid principal and interest due hereon immediately due and payable without the written demand from the Holder.

4. Termination. Upon payment of all cash amounts due to the Holder as provided in this Note, the Borrower will forever be released from all of its payment obligations and liabilities under this Note and the Holder agrees to promptly return to the Borrower the Note marked “paid in full.” This Note may be prepaid, in whole or in part, without the prior consent of the Holder.

5. Miscellaneous.

(a) Successors and Assigns. This Note shall be binding upon successors and assigns of the Borrower, and shall inure to the benefit of the successors and permitted assigns of the Holder.

(b) Severability. The unenforceability or invalidity of any provision or provisions of this Note shall not render any other provision or provisions herein contained unenforceable or invalid.

(c) Notice. Any notice or communication required to be given hereunder may be delivered by hand or deposited with an overnight courier (with overnight delivery instructions), if to the Borrower, to the address of the Borrower’s corporate headquarters, and if to the Holder, to the last address of the Holder set forth in the Borrower’s books and records. Notice shall be deemed given and received on the date sent if sent by personal delivery; and one (1) day after the date sent if sent by overnight courier.

(d) Entire Agreement. This Note contains the entire and complete understanding between the parties concerning its subject matter and all representations, agreements, arrangements and understandings between or among the parties, whether oral or written, have been fully merged herein and are superseded thereby, except for representations, agreements, arrangements and understandings between or among the parties made pursuant to the Purchase Agreement and any other agreements entered into in connection therewith and herewith. This Note may be modified only by a writing signed by both parties.

(e) Governing Law; Attorneys’ Fees. This Note shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its principles regarding conflicts of law. Upon default, the breaching party agrees to pay to the non-breaching party reasonable attorneys’ fees, plus all other reasonable expenses, incurred by the non-breaching party in exercising any of the non-breaching party’s rights and remedies.

(f) Jurisdiction. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of Texas, Dallas County, and to the jurisdiction of the United States District Court for the State of Texas , for the purpose of any suit, action or other proceeding arising out of or based upon this Note; (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Note except in the state courts of the State of Texas, Dallas County, or the United States District Court for the State of Texas; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note or the subject matter hereof may not be enforced in or by such court.

(g) Offset. The Holder agrees that the Borrower will have the right to offset any losses provided for in the Purchase Agreement against any sums payable hereunder to the Holder.

(h) FINAL AGREEMENT. THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED BY THE BORROWER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF THE BORROWER AND THE HOLDER WITH RESPECT TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE BORROWER AND THE HOLDER. THERE ARE NO ORAL AGREEMENTS BETWEEN THE BORROWER AND THE HOLDER.

(i) Subordination. By its acceptance hereof, the Holder agrees that the indebtedness evidenced by this Note, including the principal of and interest thereon, shall be subordinate to and subject in right of payment, to the extent hereinafter set forth, to the prior payment in full of all principal, interest and any other sums then due on all existing or future Senior Indebtedness of the Borrower. The term “Senior Indebtedness” shall mean secured and unsecured indebtedness of the Borrower, or with respect to which the Borrower is a guarantor, for money borrowed by the Borrower from any financial institution.

(j) Personal Guaranty. Pursuant to that certain Personal Guaranty of Gary C. Evans, dated as of the date hereof, by and between the Holder and Gary C. Evans, should the Borrower fail to pay the principal due hereunder, Gary C. Evans guarantees the prompt and full payment of such principal when due.

Signature Page Follows

IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.

SUBORDINATED PROMISSORY NOTE – Signature Page

Exhibit 10.3

GUARANTY AGREEMENT (GENERATION HEMP, INC.)

This Guaranty Agreement dated as of December 30, 2020 (this “Guaranty”) is executed by Generation Hemp, Inc., a Colorado corporation (the “Guarantor”), in favor of Coventry Asset Management, Ltd., a Texas limited partnership as Lender (“Lender”).

INTRODUCTION

A.  This Guaranty is given in connection with that certain Secured Promissory Note of even date herewith (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Note”), between Halcyon Thruput LLC, a Texas limited liability company, as Borrower (“Halcyon” or “Borrower”) and the Lender.

B.  The Borrower is [a wholly-owned subsidiary] of the Guarantor and, therefore, the Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by the Note and the other Loan Documents (as defined in the Note).

C.  The Guarantor is executing and delivering this Guaranty (i) to induce the Lender to provide the loan under the Note, and (ii) intending it to be a legal, valid, binding, enforceable and continuing obligation of the Guarantor, whether or not the Guarantor derives any benefit from the Note or from any other Loan Document.

NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the Guarantor agrees, for the benefit of the Lender, as follows:

Section 1. Definitions. All capitalized terms not otherwise defined in this Guaranty shall have the meanings assigned to such terms in the Note.

Section 2. Guaranty.

(a)  The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise, and the full, complete and punctual performance, observance, fulfillment and satisfaction of each and every agreement, covenant, warranty and obligation of Borrower under the Loan Documents in accordance with their respective terms (collectively, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Lender under the Loan Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. This Guaranty is an absolute guaranty of payment and performance and not merely of collection.

(b)  It is the intention of the Guarantor and the Lender that the amount of the Guaranteed Obligations guaranteed by the Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar laws, statutes, ordinances, decrees, requirements, orders, judgments, rules, or regulations applicable to the Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the Guaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by the Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

Section 3. Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents and the other documents governing such Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto but subject to Section 2(b) above. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other person under the Loan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other person or whether the Borrower or any other person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a)  any lack of validity or enforceability of any Loan Document or any agreement or instrument relating to any part of the Guaranteed Obligations being irrecoverable;

(b)  any acceleration, forbearance, renewal, extension, change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any person under the Loan Documents or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or otherwise;

(c)  any acceptance, taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d)  any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other person under the Loan Documents or any other assets of any other guarantor, the Borrower or any Subsidiary of the Borrower;

(e)  any change, restructuring or termination of the corporate structure or existence of any other guarantor, the Borrower or any Subsidiary of the Borrower;

(f)  any failure of the Lender to disclose to the Borrower or the Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any person now or in the future known to the Lender (and the Guarantor hereby irrevocably waives any duty on the part of the Lender to disclose such information);

(g)  any signature of any officer of the Borrower being mechanically reproduced in facsimile or otherwise; or

(h)  any other circumstance or any existence of or reliance on any representation by the Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower or any other guarantor, surety or other person, including but not limited to any defense of waiver, release, fraud, invalidity, anti-deficiency statutes or laws, illegality, unenforceability, force majeure, act of God, casualty, impossibility, impracticability, statute of limitations, res judicata or any other defense or excuse whatsoever.

Section 4. Continuation and Reinstatement, Etc. The Guarantor agrees that, to the extent that payments of any of the Guaranteed Obligations are made, or the Lender receives any proceeds of collateral, and such payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, or otherwise required to be repaid, then to the extent of such repayment the Guaranteed Obligations shall be reinstated and continued in full force and effect as of the date such initial payment or collection of proceeds occurred. THE GUARANTOR SHALL DEFEND AND INDEMNIFY THE LENDER AND ITS RELATED PARTIES FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY, COST OR EXPENSE UNDER THIS SECTION 4 (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) IN THE DEFENSE OF ANY SUCH ACTION OR SUIT INCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE ARISING AS A RESULT OF THE INDEMNIFIED PARTY’S OWN NEGLIGENCE BUT EXCLUDING SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE THAT IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Section 5. Waivers and Acknowledgments.

(a)  The Guarantor hereby waives promptness, diligence, presentment, protest, notice of acceptance, notice of demand, notice of default, notice of assignment, and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Lender protect, secure, perfect or insure any Lien or any property or exhaust any right or take any action against the Borrower or any other person or any collateral.

(b)  The Guarantor hereby irrevocably waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c)  The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements involving the Borrower contemplated by the Loan Documents and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.

Section 6. Specific Waiver of Fraudulent Conveyance Claims. The Guarantor hereby waives the right to assert any claim or cause of action to avoid any transfer to the Lender contemplated by and made pursuant to the Note or any other Loan Document that may exist by virtue of any federal or state statute providing for such avoidance.

Section 7. Subrogation. Until one year and one day after the date that all Guaranteed Obligations (other than contingent Guaranteed Obligations with respect to indemnity and reimbursement of expenses as to which no claim has been made as of the time of determination) have been paid in full in cash (the “Termination Date”), the Guarantor shall not exercise any rights that it may now have or hereafter acquire against the Borrower or any other person to the extent that such rights arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Lender against the Borrower or any other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower or any other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied to the Guaranteed Obligations and any and all other amounts payable by the Guarantor under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents.

Section 8. Representations and Warranties. The Guarantor hereby represents and warrants as follows:

(a)  The Guarantor is duly formed and is in good standing in the state of Colorado

(b)  There are no conditions precedent to the effectiveness of this Guaranty. The Guarantor benefits from executing this Guaranty.

(c)  The Guarantor has, independently and without reliance upon the Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty, and the Guarantor has established adequate means of obtaining from the Borrower and each other relevant person on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial and otherwise), operations, properties and prospects of the Borrower and each other relevant person.

(d)  The obligations of the Guarantor under this Guaranty are the valid, binding and legally enforceable obligations of the Guarantor, and the execution and delivery of this Guaranty by the Guarantor has been duly and validly authorized in all respects by the Guarantor, and the person who is executing and delivering this Guaranty on behalf of the Guarantor has full power, authority and legal right to so do, and to observe and perform all of the terms and conditions of this Guaranty on the Guarantor’s part to be observed or performed.

(e)  The execution and delivery of this Guaranty and the loan and the fulfillment of the terms and conditions hereof and thereof do not and will not conflict with or result in a breach of any of the terms or conditions of any restriction, agreement or instrument to which any of the Borrower or Guarantor is a party or to which any of their respective properties is subject, and do not and will not constitute a default or cause for acceleration under any of the foregoing, or result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of Guarantor, and does not require the consent or approval of any governmental body, agency, authority, or any other person not already obtained.

(f)  All financial statements and financial information regarding Guarantor which has been or is hereafter provided to Lender is, to Guarantor’s current actual knowledge as of the date of such statements, complete and accurate in all material respects and does not omit material information, and as of the date of this Guaranty, unless otherwise disclosed to Lender in writing, there are no suits, actions or proceedings of any kind pending or, to Guarantor’s current actual knowledge as of the date of this Guaranty, threatened against Guarantor which would, if adversely determined, materially and adversely affect Guarantors’ ability to fulfill their obligations under this Guarantor.

(g)  And Guarantor further acknowledges and agrees that: (a) all terms and conditions of the Loan Documents are in full force and effect; and (b) upon the occurrence and during to continuance of an Event of Default, Lender reserves its right to demand full, complete, and immediate performance of all of Borrower’s and Guarantor’s obligations under the Loan Documents.

Section 9. Default. Guarantor shall be in default under this Guaranty if any representation made herein is untrue in any material respect, or if Guarantor fails to fulfill any obligation or covenant under this Guaranty or under any agreement or document evidencing or securing the Note. Lender has no duty or obligation to provide Guarantor with any grace period or notice and cure right. Time is of the essence. In addition, Guarantor shall be in default under this Guaranty if Guarantor becomes the subject of any voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization, or other debtor-relief proceeding under any federal or state law, whether now existing or hereafter enacted, or if any property of Guarantor is attached, levied or seized by any creditor or becomes subject to any receivership. Whenever any such event of default shall exist and continue, Lender may, at Lender’s option, take and pursue any and all remedies against Guarantor and may declare and deem the Loan to be fully accelerated and in default and immediately due and payable, regardless of whether such obligations are in fact accelerated or in default or are otherwise immediately due and payable.

Section 10. Non-Petition Covenant. Prior to the date that is one year and one day after the Termination Date, the Guarantor shall not directly, or indirectly, commence, join any other person in commencing, or authorize a trustee or other person acting on its behalf or on behalf of others to commence, any bankruptcy, reorganization, arrangement, insolvency, liquidation, or receivership proceeding under the laws of the United States or any state of the United States against the Guarantor or the Borrower.

Section 11. Amendments, Etc. No amendment or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 12. Notices, Etc. All notices and other communications provided for hereunder shall be sent in the manner provided for in the Note and at the applicable address specified in or pursuant to the Note. All such notices and communications shall be effective when delivered, except that notices and communications to the Lender shall not be effective until received by the Lender.

Section 13. Fees and Costs. Guarantor shall pay on demand all reasonable attorney’s fees and all other costs and expenses incurred by Lender in connection with the enforcement or collection of this Guaranty

Section 14. No Waiver: Remedies. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 15. Continuing Guaranty: Assignments under the Note. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Loan Documents, (b) be binding upon the Guarantor and its successors and assigns, and (c) inure to the benefit of and be enforceable by the Lender and its successors, transferees and assigns. The Guarantor may not assign its rights or delegate its duties hereunder without the prior written consent of the Lender. Without limiting the generality of the foregoing clause (c), the Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Note (including, without limitation, the Promissory Note held by it) to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to the Lender herein or otherwise, subject, however, in all respects to the provisions of the Note. The Guarantor acknowledges that upon any person becoming the Lender in accordance with the Note, such person shall be entitled to the benefits hereof.

Section 16. Governing Law. This Guaranty has been prepared, is being executed and delivered, and is intended to be performed in the State of Texas, and the substantive laws of the State of Texas and the applicable federal laws of the United States shall govern the validity, construction, enforcement, and interpretation of this Guaranty; provided, however, Chapter 346 the Texas Finance Code does not apply does not apply to this Guaranty.

Section 17. Submission to Jurisdiction. The Guarantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Dallas County, Texas, in any action or proceeding arising out of or relating to this Guaranty, and the Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such court. The Guarantor hereby unconditionally and irrevocably waives, to the fullest extent it may effectively do so, any right it may have to the defense of an inconvenient forum to the maintenance of such action or proceeding. The Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the Guarantor at its address set forth in the Note. The Guarantor agrees that a final non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of the Lender to serve legal process in any other manner permitted by the law or affect the right of the Lender to bring any action or proceeding against the Guarantor or any of its property in the courts of any other jurisdiction.

Section 18. Survival. All representations and warranties of the Guarantor hereunder shall survive the execution and delivery of this Guaranty and the making of the loan.

Section 19. Indemnification; Waiver of Damages. The Guarantor hereby agrees to indemnify and hold harmless the Lender and its Related Parties (each an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) this Guaranty, any other Loan Document, or the transactions contemplated hereunder or thereunder, or any use made or proposed to be made with the proceeds thereof (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY), except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower or Guarantor, any equityholder or creditor of Borrower of Guarantor or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto. The Guarantor also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Guarantor or any Subsidiary or Affiliate of the Guarantor or any of its equity holders or creditors arising out of, related to or in connection with any aspect of this Guaranty, the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Notwithstanding any other provision of this Guaranty, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction. No Indemnified Party seeking indemnification under this paragraph with respect to any claim will, without the Guarantor’s prior written consent (which shall not be unreasonably withheld), settle, compromise or consent to entry of any judgment with respect so such claim; provided that the foregoing requirement shall apply only to such claims that the Borrower or Guarantor has confirmed and agreed in writing to the Lender are fully covered under the indemnity obligations of Borrower or Guarantor arising under this Guaranty and the Note.

Section 20. WAIVER OF JURY TRIAL. THE GUARANTOR AND THE LENDER HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

NOTICE OF FINAL AGREEMENTS. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature Page Follows]

The Guarantor has caused this Guaranty to be duly executed as of the date first above written.

Signature Page to Guaranty Agreement

(Generation Hemp, Inc.)

Exhibit 10.4

TERM EMPLOYMENT AGREEMENT

This TERM EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between GENERATION HEMP, INC., a Colorado corporation (the “Company”), and JACK SIBLEY, a resident of the State of Texas (the “Employee”), as of the 11^th day of January, 2021 (the “Effective Date”). For purposes of this Agreement, the “Company” shall include any Affiliate (hereinafter defined) of the Company that employs the Employee.

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company; and

WHEREAS, this Agreement is entered into pursuant to that certain Asset Purchase Agreement, dated as of the Effective Date, by and among the Company, GENH Halcyon Acquisition, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Company (“GENH”), OZ Capital, LLC, a Texas limited liability company, OZC Agriculture KY, LP, a Texas limited partnership (“Parent”), and Halcyon Thruput, LLC, a Texas limited liability company and a wholly-owned subsidiary of Parent (the “Purchase Agreement”).

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereto hereby agree as follows:

1.  Employment. During the Term (as defined below), the Company shall employ the Employee, and the Employee accepts employment by the Company, upon the terms and conditions set forth herein. The Employee acknowledges that such employment is contingent upon the Employee’s (a) providing, within three days of the Effective Date, proof of the Employee’s U.S. Citizenship or authorization to work in the United States; (b) successful completion of background and credit checks and other related pre-employment requirements in accordance with the Company policy and as permitted by law; and (c) execution and delivery to the Company of such the Company policy acknowledgments and new employee documentation as the Company may reasonably present to the Employee that is not inconsistent with the terms of this Agreement.

2.  Term.

(a)  The Company shall employ the Employee on the terms and conditions set forth herein during the period commencing on the Effective Date and continuing for two years therefrom (the “Initial Term”) unless earlier terminated in accordance with the terms hereof. After the expiration of the Initial Term, this Agreement shall be renewed annually for each ensuing one year period (an “Extension”), unless the Company or the Employee provides the other party at least 30 days’ notice of its intent not to renew prior to the end of the Initial Term or applicable Extension. The Initial Term and any Extensions thereof shall be deemed the “Term” of this Agreement.

(b)  The Employee acknowledges and agrees that, except as expressly provided in this Section 2(b), the terms of this Agreement shall not govern any employment relationship between the Employee and the Company after the expiration of the Term, which such relationship, if any, shall be (i) “at will” (meaning that such relationship may be terminated by either the Employee or the Company at any time and for any reason or no reason, upon 30 days’ prior written notice); and (ii) on such compensation and other terms as the Company may offer and as the Employee may accept.

3. Duties and Responsibilities.

(a)  During the Term, the Employee shall serve as Vice President, Corporate Development of the Company, and Co-CEO of GENH, the Company’s wholly-owned subsidiary. During the Term, the Employee shall (i) be subject to all of the Company’s lawful policies, procedures, rules and regulations applicable to its employees; (ii) report to and be subject to the direction and control of the Chairman and CEO of the Company; and (iii) perform such lawful duties for the Company commensurate with the Employee’s position and status as may be assigned to the Employee by the Chairman and CEO of the Company that are consistent with the Employee’s position at the Company. The Employee’s principal office and principal place of work shall be in Fort Worth, Texas, although the Employee’s primary duties and responsibilities will be operating and managing the Company’s hemp drying, stripping and grading facility in Hopkinsville, Kentucky.

(b)  During the Term, subject to Section 3(c) and Section 4(f) below, the Employee agrees (i) to devote all of the Employee’s business time, energies, skills and attention during business hours and such other time as the Employee is engaged in the Company activities to business and affairs of the Company and its Affiliates (as defined in the Purchase Agreement); (ii) to discharge the responsibilities assigned to the Employee hereunder; and (iii) to use the Employee’s best efforts to perform faithfully, effectively, and efficiently such responsibilities.

(c)  During the Term, it shall not be a violation of this Agreement for the Employee to engage in other business ventures as passive investors; provided, that such other business ventures do not interfere with the Employee’s obligations under this Agreement and are not competitive with the Company’s business, and/or serve on charitable or civic boards or committees or manage personal investments.

4.   Compensation and Benefits.

(a)  General. For all services rendered by the Employee to the Company, the Company shall pay or cause to be paid to the Employee, and the Employee shall accept, the payments and benefits set forth herein. The Company shall be entitled to deduct and/or withhold, as the case may be, from the amounts payable under this Agreement, all amounts (i) required to be deducted or withheld under any federal, state or local law or regulation or in connection with any benefit plan in which the Employee participates and which mandates a contribution, assessment, or co-payment by the participants therein; and (ii) as prescribed by the Company’s policies applicable to similarly situated employees of the Company.

(b)  Base Salary. During the Term, the Company shall pay the Employee an annualized base salary of no less than One Hundred Seventy-Five Thousand and 00/100 Dollars ($175,000.00) (the “Base Salary”), subject to increases (if any) which the Company may elect, in its sole discretion. The Base Salary shall be payable in regular bi-weekly installments in accordance with the Company’s regular payroll practices, as such practices may be modified by the Company from time to time.

(c)  Stock Incentive Plan. During the Term, the Employee shall be eligible to participate in the Generation Hemp, Inc. 2020 Omnibus Incentive Plan or any successor plan, subject to the terms of the Generation Hemp, Inc. 2020 Omnibus Incentive Plan or successor plan, as determined by the Board of Directors of the Company (the “Board”), in its sole discretion.

(d)  Performance-Based Bonus. For each calendar year of the Term, the Employee shall be eligible to receive an annual discretionary bonus (the “Annual Bonus”) in an amount negotiated by the Employee and the Company, based upon the achievement of annual performance goals established by the Board. Any Annual Bonus shall be determined and payable by April 1^st of the following year.

(e)  Benefits. During the Term, the Employee is eligible to participate during the Term in the Company’s employee benefits packages that are offered by the Company to its similarly situated officers of the Company, which employee benefits are subject to change or modification by the Company during the Term within the sole and absolute discretion of the Company.

(f)  Vacation. During the Term, the Employee shall be entitled to paid vacation, plus any applicable paid holidays, personal leave and sick leave per calendar year in accordance with the Company’s policies, plan and regular practices in effect from time to time, but no less than three weeks annually, in the aggregate, which vacation rights the Employee may begin to utilize as of the Effective Date.

(g)  Business Expenses. The Company shall pay or reimburse the Employee for all reasonable, documented and necessary business expenses actually incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance with the policies, procedures and limits of the Company as in effect from time to time, including, without limitation, the requirement to submit reasonable written verification or receipts documenting such expenses.

(h)  Signing Bonus. The Company shall deliver to Employee 250,000 shares of Common Stock, no par value per share of GENH (“GENH Common Stock”). As soon as reasonably practicable, following the Closing, but not later than six months after the Closing Date, the Company shall file a registration statement with the Securities and Exchange Commission providing for registration of all of the GENH Common Stock issued to the Employee pursuant to this Agreement then outstanding (the “Registration Statement”). Notwithstanding any registration of the GENH Common Stock, the Employee shall not have the right to directly or indirectly transfer the GENH Common Stock until after the expiration of the Restricted Period (as defined in the Purchase Agreement); provided, however, that the Employee shall be permitted to Transfer (i) 50% of the GENH Common Stock any time within the first six months of the Restricted Period if the Registration Statement has become effective and the Company has received at least $10 million from the sale of GENH Common Stock during such six-month period; and (ii) an additional 25% of the GENH Common Stock if the conditions in (i) have been satisfied and the 10-day volume-weighted average price (VWAP) of the GENH Common Stock has been $1.00 or higher.

5.   Termination.

(a)  Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death. If a Disability (as defined below) of the Employee has occurred during the Term, the Company may give the Employee written notice of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company shall terminate effective on the 30^th day after receipt of such notice by the Employee (the “Disability Effective Date”), unless the Employee shall have returned to full-time performance of the Employee’s duties prior to the Disability Effective Date. “Disability” shall mean a physical or mental infirmity that shall have impaired the Employee’s ability to perform the essential functions of the Employee’s job for a period of at least 90 days in any consecutive 12-month period. A determination of the existence of a “Disability” shall be made by the Company within its reasonable discretion; provided, however, in the event the Employee disagrees with the Company’s determination within seven days after the Employee’s receipt of the Company’s determination, the determination of Disability shall instead be made by the agreement of two physicians qualified to make such determination, one chosen by the Company and one chosen by the Employee (or the Employee’s agent, as applicable), and, if such two physicians cannot agree whether the Employee is suffering from a Disability, such two physicians will select a third physician and the third physician will make a determination of Disability, which determination will be binding on the parties.

(b)  Cause. the Company may terminate the Employee’s employment at any time for Cause (as defined herein). “Cause” shall mean (i) the Employee’s breach of this Agreement, or any lawful policy of the Company provided in writing to the Employee that is not inconsistent with this Agreement; (ii) the Employee’s commission of an act of fraud upon, or willful misconduct toward, the Company or any of the Company’s Affiliates; (iii) the Employee’s being convicted of or pleading nolo contendere to any misdemeanor involving moral turpitude, any felony, or any criminal act against the Company, any of the Company’s Affiliates, or any client of the Company or any of the Company’s Affiliates; (iv) the Employee’s willful commission of any act or omission that is reasonably determined by the Company’s Chairman and CEO, to have caused a material adverse effect on the property, operations, business or reputation of the Company or any of the Company’s Affiliates; or (v) the Employee’s willful and continuing failure to carry out or comply with any lawful directive of the officers of the Company to whom the Employee reports; provided, however, that in the cases of clauses (i), (iv) and (v) above, only if such failure is not fully remedied by the Employee within 30 days of after written notice by the Company to the Employee of such failure in the Notice of Termination (as defined below) and Employee shall have the right to contest the allegations during such 30-day cure period.

(c)  Good Reason. The Employee may terminate his employment at any time for Good Reason (as defined herein). “Good Reason” shall mean (i) the Employee’s duties or position with the Company are materially diminished or altered in a manner materially inconsistent with his initial duties described in Section 3(a) above; (ii) the Employee’s title is altered in a material and adverse manner; (iii) the Employee is not timely paid any amounts due and owing under this Agreement; or (iv) the Company relocates the Employee’s office location more than 50 miles from Fort Worth, Texas without the Employee’s written consent; (v) the Company fails to perform in any material respects its duties and obligations as a public company under the Securities Exchange Act of 1934 or the Securities Act of 1933, including the regulations promulgated thereunder, on or after July 1, 2021, provided such failure was within the Company’s reasonable control and not caused by acts or omissions of the Employee and such failure by the Company is not cured within 60 days after written notice from the Employee; or (vi) the Company defaults in any payment under both the Subordinated Note or the Mortgage Note (as such terms are defined in the Purchase Agreement) and such default is not cured within 60 days after written notice from the Employee; provided, however, that in the cases of clauses (i) through (iv) above, only if such Good Reason is not fully remedied by the Company within 30 days of after written notice by the Employee to the Company of such failure in the Notice of Termination.

(d)  Notice of Termination. Any termination by the Company for Cause or by the Employee for Good Reason shall be communicated by Notice of Termination (as defined below) given by the applicable party to the other party in accordance with the notice provisions of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (x) indicates the specific termination provision in this Agreement relied upon; (y) to the extent applicable, sets forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination under the provision so indicated; and (z) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by the notifying party to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason, as applicable, shall not waive any right of such notifying party hereunder or preclude such notifying party from asserting such fact or circumstance in enforcing such notifying party’s rights hereunder.

(e)  Date of Termination. “Date of Termination” means (i) if the Employee’s employment is terminated by the Company for Cause or by the Employee for Good Reason, the date of the Notice of Termination from the notifying party or any later date specified therein, as the case may be; and (ii) if the Employee’s employment is terminated by reason of death or Disability, the date of the Employee’s death or the Disability Effective Date, as the case may be.

6.   Obligations of the Company Upon Termination.

(a)  If the Company terminates the Employee’s employment for Cause or Disability of the Employee, or the Employee’s employment terminates due to the Employee’s death, then the Company shall pay to the Employee (i) the pro-rata portion of the Employee’s Base Salary through the Date of Termination to the extent not theretofore paid in accordance with the Company’s then current payroll practices, but no further Base Salary; (ii) any earned, but unpaid, Annual Bonus, except if the Employee was terminated for Cause; (iii) all unreimbursed business expenses to the extent reimbursable in accordance with the Company’s then current policy regarding the same; and (iv) any amount payable as a result of the Employee’s participation in, or benefits under, any benefit plan of the Company, which amount shall be payable in accordance with the terms and conditions of such benefit plans.

(b)  If the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason or the Employee’s employment terminates following the expiration of the Term as a result of a written notice delivered by the Company pursuant to Section 2(a), then the Company shall pay to the Employee (i) the Employee’s Base Salary through the greater of three months from the date of such termination and the remainder of the Term as severance, but not more than 12 months of severance; (ii) any earned, but unpaid, Annual Bonus; (iii) all unreimbursed business expenses to the extent reimbursable in accordance with the Company’s then current policy regarding the same; and (iv) any amount payable as a result of the Employee’s participation in, or benefits under, any benefit plan of the Company, which amount shall be payable in accordance with the terms and conditions of such benefit plans. The Employee has no obligation to seek or obtain other engagements or employment to mitigate any damages to which the Employee may be entitled by reason of any termination of this Agreement pursuant to this Section 6(b).

(c)  If (i) the Company terminates the Employee’s employment for Cause or Disability of the Employee; or (ii) the Employee’s employment terminates due to the Employee’s death, the Company shall have no further payment obligations to the Employee other than those set forth in Section 6(a) above.

(d)  If the Employee terminates his employment without Good Reason during the Initial Term, other than due to the Employee’s death or Disability, then the Employee shall pay the Company, as liquidated damages, and not as a penalty, the sum set forth below (based upon when the Employee terminates his employment) on the Employee’s last day of employment. In the event of the Employee’s resignation, the Employee agrees to provide the Company with at least two weeks’ advance written notice; provided, that the Company reserves its right to waive or shorten such notice and shall pay the Employee his Base Salary though the last day worked. The parties agree that the Employee terminating his employment prior to the expiration of the Initial Term would cause severe and irreparable damage to the Company and also that it is impossible to estimate or predict the damages to be incurred by the Company due to such breach of this Agreement by the Employee and that the below liquidated damages is a reasonable sum to compensate the Company for such breach.

(e)  Following the termination of the Term, the Employee agrees that, if requested by the Company, prior to the payment of all amounts due the Employee by the Company pursuant to this Agreement, the Employee or his estate will execute and deliver to the Company a general and full release, in substantially the form attached hereto as Exhibit “A”, of the Company of all employment-related claims in form and substance reasonably satisfactory to the Company, subject to the payment of such payments.

(f)  Subject to Section 6(b)(i) above, the Employee hereby agrees that no severance compensation of any kind, nature or amount shall be payable to the Employee and the Employee hereby irrevocably waives any claim for severance compensation.

(g)  All of the Employee’s rights to benefits under this Agreement (if any) shall cease upon the termination of the Term; provided, however, all amounts accrued and owed to the Employee by the Company under this Agreement, but unpaid, shall survive the termination of the Term.

7.  Confidentiality; Employee Covenants.

(a)  Inconsistencies. The parties hereto agree that any inconsistencies appearing among the Purchase Agreement and this Agreement shall be resolved on the basis that a provision in the Purchase Agreement shall prevail over any inconsistent provision in this Agreement.

(b)  Confidentiality. The Employee acknowledges and agrees that (i) the goodwill of the Company depends upon, among other things, keeping the Confidential Information (as defined below) confidential and that unauthorized disclosure of the Confidential Information would irreparably damage the Company; and (ii) disclosure of any Confidential Information to competitors of the Company or to the general public would be highly detrimental to and cause irreparable damage to the Company. For purposes of this Agreement, the term “Confidential Information” shall mean the Company’s confidential and proprietary business information, which may include, without limitation, information relating to persons, firms, and corporations that are or become customers or accounts of the Company during the Employee’s employment with the Company (“Customers”) and persons, firms, and corporations that are actively solicited by the Company during the Employee’s employment with the Company to become customers (“Prospects”), including the names of Customers and Prospects, lists of Customers and Prospects, personal information as to Customers and Prospects, familiarity with Customers’ and Prospects’ specific tax needs and financial considerations, trade secrets and other of the Company’s business information that is not generally or easily obtainable, including specific engagement procedures, techniques, tax saving and mitigation strategies, internal procedures, programs, regular business reports, business plans, projections, budgets, financial information, specific information regarding proposals to Prospects and Customers, and all records, files, manuals, blanks, forms, materials, supplies, computer programs, and other materials furnished to the Employee by the Company. All Confidential Information shall be and remain the property of the Company, and the Employee shall safely keep and preserve such property. In consideration of the training, support, and access to Confidential Information provided by the Company to the Employee, and the compensation and other consideration paid to the Employee under this Agreement and the Purchase Agreement, the Employee agrees that the Employee will not, without the written consent of the Company, disclose or make use of such Confidential Information except as may be required in the course of rendering services under this Agreement. Further, the Employee agrees to immediately deliver to the Company all Confidential Information and all copies thereof upon termination of employment. Notwithstanding the foregoing, Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of any disclosure by the Employee in violation of this Agreement; (ii) is or becomes available to the Employee from a source other than the Company or its subsidiaries; provided, that such source is not known by the Employee to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or such subsidiaries; or (iii) is independently developed by the Employee outside business hours (or other time while not working on business of the Company or its Affiliates) without regard or reference to any Confidential Information.

(c)  Duty of Loyalty. During the Employee’s employment with the Company, the Employee will avoid conflicts of interest, remain loyal to the Company and not engage in any conduct harmful to the business interests of the Company, unless prior written approval is obtained from the Company.

(d)  Discoveries and Inventions. The Employee agrees that all discoveries, inventions, ideas, contributions, and improvements (whether or not patentable or copyrightable) (the “Work”) that relate in any way to the business of the Company or its Affiliates, or that result from duties assigned by the Company to the Employee and that, while the Employee is employed by the Company, are developed, conceived or applied in practice by the Employee, either alone or together with others at any time either during or after normal working hours, whether on or off the Employee’s job are and will continue to be the exclusive property of the Company. The Employee agrees that any Work prepared for the Company or its Affiliates pursuant to this Agreement that is eligible for copyright, patent or other protection in the United States or elsewhere shall be a work made for hire. If any such Work is deemed for any reason not to be a work made for hire, the Employee further agrees, at any time during or after the Employee’s employment with the Company, to (i) promptly and fully disclose and assign all of the Employee’s right, title and interest in the Work to the Company; (ii) provide all assistance reasonably requested by the Company in the establishment, preservation and enforcement of the Company’s rights in such Work; and (ii) sign all papers and undertake such other acts and things as the Company may reasonably require of the Employee to protect its rights to such Work, including making application for, obtaining and enforcing patents, copyrights and the like under the laws of the United States or foreign countries, all without any further consideration to the Employee.

(e)  Non-Competition. As an inducement to the Company to execute and deliver this Agreement and the Purchase Agreement and to consummate the transactions contemplated hereby, unless the Employee resigns for Good Reason pursuant to Section 5(c)(vi) above, during the Term and for a period of the later to occur of three years after the Effective Date and one year after the expiration of the Term (the “Restricted Period”), the Employee will not, anywhere within the United States directly or indirectly engage in, own any economic interest in, continue in or carry on any activities that compete in any aspect with the Business (as defined in the Purchase Agreement) or any other business operated by the Company or its Affiliates as of the Closing Date and during the Restricted Period; provided, however, that the Employee may at any time own up to 1% of any publicly held company that competes with the Business.

(f)  Non-Solicitation. Unless the Employee resigns for Good Reason pursuant to Section 5(c)(vi) above, during the Restricted Period, the Employee will not (i) directly or indirectly solicit, divert or take away, in whole or in part, any customers or prospects of the Business to provide or perform services offered by the Business; (ii) hire or solicit or entice any employee or independent contractor of the Business to leave his or her employment or his, her or its retention by the Business and/or accept employment or retention with any other person or entity whose business is competitive with the Business; or (iii) divert or attempt to divert business of any kind from the Business, including, without limitation, interference with any business relationship with suppliers, customers, licensees, licensors or contractors. The foregoing solicitation restriction will not apply to broad-based, untargeted solicitations to prospective employees or candidates so long as no employees of the Business are hired.

(g)  Non-Disparagement. the Company and the Employee also each agrees to not disparage each other at any point during or after the Term of this Agreement; provided, however, no action taken in good faith related to the preservation or enforcement of such party’s rights under the terms of the Purchase Agreement or this Agreement shall be deemed a violation of this Section 7(g), nor shall truthful testimony compelled by legal process related to any litigation or arbitration, or with respect to any governmental investigation.

(h)  Tolling. The Employee agrees that during any period in which the Employee is in breach of the obligations contained in this Section 7, the time period, if any, of such obligations shall be extended for an amount of time equal to the period during which the Employee is in breach thereof. The Employee further acknowledges and agrees that if the Employee violates any covenant contained in this Section 7 and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining the relief through litigation, be deprived of the benefit of the full period of any such covenant.

8.  Remedies. It is specifically understood and agreed that any breach of the provisions of Section 7 of this Agreement by the Employee will result in irreparable injury to the Company and that remedies at law alone would be an inadequate remedy for such breach. In addition to any other remedy it may have, the Company shall be entitled (a) to seek specific performance of this Agreement by the Employee and both temporary and permanent injunctive relief without bond or security; and (b) except as otherwise provided by applicable law, to cease making any payments or providing any benefit otherwise required by this Agreement, in each case in addition to any other remedy to which the Company may be entitled at law or in equity.

9.  Severable Provisions. The provisions of this Agreement are severable, and the invalidity of any one or more provision(s) shall not affect the validity of any other provision(s). In the event that a court of competent jurisdiction determines that any portion of this Agreement or the application thereof is unenforceable in whole or in part, the Employee and the Company agree that said court shall, in making such determination, have the power to revise such provision to the extent necessary to make it enforceable, and that the Agreement in its revised form shall be valid and enforceable to the full extent permitted by law.

10.   Successors.

(a)  No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Employee’s death, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Employee’s interests under this Agreement. Subject to compliance with the terms of any the Company-sponsored benefit plan, the Employee shall be entitled to select and change a beneficiary or beneficiaries to receive following the Employee’s death any benefit or compensation payable hereunder by giving the Company written notice thereof. In the event of the Employee’s death or a judicial determination of the Employee’s incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary(ies), estate or other legal representative(s).

(b)  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns.

(c)  the Company shall have no right to assign or transfer its rights or obligations under this Agreement; provided, however, the Company shall have the right to assign this Agreement to an entity acquiring all or substantially all of the assets of the Company provided that such entity assumes the liabilities, obligations and duties of the Company as contained in this Agreement, either contractually or by operation of law.

11.  Representations. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations of the Employee to be performed hereunder in accordance with its terms; (b) the Employee is not a party to, or subject to, any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, and the Employee is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Employee’s right or ability (i) to enter the employ of the Company; or (ii) to perform fully the Employee’s duties and obligations pursuant to this Agreement; (c) the Employee represents and warrants to the Company that the Employee is an “accredited investor” within the meaning of Regulation D promulgated under the U.S. Securities Act of 1933, as amended.

12.   Miscellaneous.

(a)  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof.

(b)  Any notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be given to the other party by personal delivery or hand delivery by courier, by registered or certified mail, return receipt requested, postage prepaid, or by reputable overnight courier, overnight delivery requested, addressed as follows:

If to the Employee:

Jack Sibley

3817 Potomac Avenue

Fort Worth, Texas 76107

with a copy to:

Hawkins Parnell & Young, LLP

303 Peachtree Street NE, Suite 4000

Atlanta, Georgia 30308

Attn: Matthew A. Boyd, Esq.

If to the Company:

Generation Hemp, Inc.

PO Box 540308

Dallas, Texas 75354

Attn: Gary C. Evans

with a copy to:

Bell Nunnally & Martin LLP

2323 Ross Avenue, Suite 1900

Dallas, Texas 75201

Attn: Larry L. Shosid, Esq.

or to such address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when delivered in person, three business days after being sent by mail, or the next business day after being sent by overnight courier.

(c)  This Agreement may not be amended, nor any of its provisions waived, except by a written instrument signed by the party against whom enforcement of such amendment or waiver is sought.

(d)  If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the application of such provision in such circumstances shall be deemed modified to permit its enforcement to the maximum extent permitted by law, and both the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable and the remainder of this Agreement shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(e)  The Employee’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Employee or the Company may have hereunder, including, without limitation, the right of the Company to terminate the Employee’s employment for Cause or the Employee to terminate employment for Good Reason pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)  This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof and thereof.

(g)  In the event of any claim or action (i) arising out of or based upon this Agreement; (ii) arising out of or based upon the Employee’s employment with the Company and/or termination thereof; or (iii) relating to the subject matter hereof, each of the Company and the Employee, by the Company’s or the Employee’s execution hereof, hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Dallas County, Texas, and agrees not to commence any such claim or action other than in the above-named courts. EACH PARTY WAIVES HIS OR ITS RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY EXHIBIT HERETO.

(h)  All descriptive headings of the Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i)  This Agreement may be executed in two counterparts each of which shall be original and both of which together shall constitute one and the same instrument. Electronic transmission signatures will suffice for execution hereof.

(j)  Each of the parties hereto shall, at any time and from time to time hereafter, upon the reasonable request of the other, take such further action and execute, acknowledge and deliver all such instruments of further assurance as necessary to carry out the provisions of this Agreement.

(k)  If any portion of this Agreement receives judicial interpretation, it is agreed that the court interpreting or construing this Agreement shall not apply a presumption that the terms of this Agreement shall be construed or interpreted against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the Agreement, it being acknowledged that both parties and their agents have participated in the preparation and/or review of this Agreement.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

TERM EMPLOYMENT AGREEMENT – Signature Page

Exhibit 10.5

TERM EMPLOYMENT AGREEMENT

This TERM EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between GENERATION HEMP, INC., a Colorado corporation (the “Company”), and WATT STEPHENS, a resident of the State of Texas (the “Employee”), as of the 11^th day of January, 2021 (the “Effective Date”). For purposes of this Agreement, the “Company” shall include any Affiliate (hereinafter defined) of the Company that employs the Employee.

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company; and

WHEREAS, this Agreement is entered into pursuant to that certain Asset Purchase Agreement, dated as of the Effective Date, by and among the Company, GENH Halcyon Acquisition, LLC, a Texas limited liability company and a wholly-owned subsidiary of the Company (“GENH”), OZ Capital, LLC, a Texas limited liability company, OZC Agriculture KY, LP, a Texas limited partnership (“Parent”), and Halcyon Thruput, LLC, a Texas limited liability company and a wholly-owned subsidiary of Parent (the “Purchase Agreement”).

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereto hereby agree as follows:

1.  Employment. During the Term (as defined below), the Company shall employ the Employee, and the Employee accepts employment by the Company, upon the terms and conditions set forth herein. The Employee acknowledges that such employment is contingent upon the Employee’s (a) providing, within three days of the Effective Date, proof of the Employee’s U.S. Citizenship or authorization to work in the United States; (b) successful completion of background and credit checks and other related pre-employment requirements in accordance with the Company policy and as permitted by law; and (c) execution and delivery to the Company of such the Company policy acknowledgments and new employee documentation as the Company may reasonably present to the Employee that is not inconsistent with the terms of this Agreement.

2.  Term.

(a)  The Company shall employ the Employee on the terms and conditions set forth herein during the period commencing on the Effective Date and continuing for two years therefrom (the “Initial Term”) unless earlier terminated in accordance with the terms hereof. After the expiration of the Initial Term, this Agreement shall be renewed annually for each ensuing one year period (an “Extension”), unless the Company or the Employee provides the other party at least 30 days’ notice of its intent not to renew prior to the end of the Initial Term or applicable Extension. The Initial Term and any Extensions thereof shall be deemed the “Term” of this Agreement.

(b)  The Employee acknowledges and agrees that, except as expressly provided in this Section 2(b), the terms of this Agreement shall not govern any employment relationship between the Employee and the Company after the expiration of the Term, which such relationship, if any, shall be (i) “at will” (meaning that such relationship may be terminated by either the Employee or the Company at any time and for any reason or no reason, upon 30 days’ prior written notice); and (ii) on such compensation and other terms as the Company may offer and as the Employee may accept.

3.  Duties and Responsibilities.

(a)  During the Term, the Employee shall serve as Secretary of GENH, the Company’s wholly-owned subsidiary. During the Term, the Employee shall (i) be subject to all of the Company’s lawful policies, procedures, rules and regulations applicable to its employees; (ii) report to and be subject to the direction and control of the Chairman and CEO of the Company; and (iii) perform such lawful duties for the Company commensurate with the Employee’s position and status as may be assigned to the Employee by the Chairman and CEO of the Company that are consistent with the Employee’s position at the Company. The Employee’s principal office and principal place of work shall be in Fort Worth, Texas, although the Employee’s primary duties and responsibilities will be operating and managing the Company’s hemp drying, stripping and grading facility in Hopkinsville, Kentucky.

(b)  During the Term, subject to Section 3(c) and Section 4(f) below, the Employee agrees (i) to devote all of the Employee’s business time, energies, skills and attention during business hours and such other time as the Employee is engaged in the Company activities to business and affairs of the Company and its Affiliates (as defined in the Purchase Agreement); (ii) to discharge the responsibilities assigned to the Employee hereunder; and (iii) to use the Employee’s best efforts to perform faithfully, effectively, and efficiently such responsibilities.

(c)  During the Term, it shall not be a violation of this Agreement for the Employee to engage in other business ventures as passive investors; provided, that such other business ventures do not interfere with the Employee’s obligations under this Agreement and are not competitive with the Company’s business, and/or serve on charitable or civic boards or committees or manage personal investments.

4.  Compensation and Benefits.

(a)  General. For all services rendered by the Employee to the Company, the Company shall pay or cause to be paid to the Employee, and the Employee shall accept, the payments and benefits set forth herein. The Company shall be entitled to deduct and/or withhold, as the case may be, from the amounts payable under this Agreement, all amounts (i) required to be deducted or withheld under any federal, state or local law or regulation or in connection with any benefit plan in which the Employee participates and which mandates a contribution, assessment, or co-payment by the participants therein; and (ii) as prescribed by the Company’s policies applicable to similarly situated employees of the Company.

(b)  Base Salary. During the Term, the Company shall pay the Employee an annualized base salary of no less than One Hundred Seventy-Five Thousand and 00/100 Dollars ($175,000.00) (the “Base Salary”), subject to increases (if any) which the Company may elect, in its sole discretion. The Base Salary shall be payable in regular bi-weekly installments in accordance with the Company’s regular payroll practices, as such practices may be modified by the Company from time to time.

(c)  Stock Incentive Plan. During the Term, the Employee shall be eligible to participate in the Generation Hemp, Inc. 2020 Omnibus Incentive Plan or any successor plan, subject to the terms of the Generation Hemp, Inc. 2020 Omnibus Incentive Plan or successor plan, as determined by the Board of Directors of the Company (the “Board”), in its sole discretion.

(d)  Performance-Based Bonus. For each calendar year of the Term, the Employee shall be eligible to receive an annual discretionary bonus (the “Annual Bonus”) in an amount negotiated by the Employee and the Company, based upon the achievement of annual performance goals established by the Board. Any Annual Bonus shall be determined and payable by April 1^st of the following year.

(e)  Benefits. During the Term, the Employee is eligible to participate during the Term in the Company’s employee benefits packages that are offered by the Company to its similarly situated officers of the Company, which employee benefits are subject to change or modification by the Company during the Term within the sole and absolute discretion of the Company.

(f)  Vacation. During the Term, the Employee shall be entitled to paid vacation, plus any applicable paid holidays, personal leave and sick leave per calendar year in accordance with the Company’s policies, plan and regular practices in effect from time to time, but no less than three weeks annually, in the aggregate, which vacation rights the Employee may begin to utilize as of the Effective Date.

(g)  Business Expenses. The Company shall pay or reimburse the Employee for all reasonable, documented and necessary business expenses actually incurred by the Employee in connection with the performance of the Employee’s duties hereunder in accordance with the policies, procedures and limits of the Company as in effect from time to time, including, without limitation, the requirement to submit reasonable written verification or receipts documenting such expenses.

(h)  Signing Bonus. The Company shall deliver to Employee [250,000] shares of Common Stock, no par value per share of GENH (“GENH Common Stock”). As soon as reasonably practicable, following the Closing, but not later than six months after the Closing Date, the Company shall file a registration statement with the Securities and Exchange Commission providing for registration of all of the GENH Common Stock issued to the Employee pursuant to this Agreement then outstanding (the “Registration Statement”). Notwithstanding any registration of the GENH Common Stock, the Employee shall not have the right to directly or indirectly transfer the GENH Common Stock until after the expiration of the Restricted Period (as defined in the Purchase Agreement); provided, however, that the Employee shall be permitted to Transfer (i) 50% of the GENH Common Stock any time within the first six months of the Restricted Period if the Registration Statement has become effective and the Company has received at least $10 million from the sale of GENH Common Stock during such six-month period; and (ii) an additional 25% of the GENH Common Stock if the conditions in (i) have been satisfied and the 10-day volume-weighted average price (VWAP) of the GENH Common Stock has been $1.00 or higher.

5.  Termination.

(a)  Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death. If a Disability (as defined below) of the Employee has occurred during the Term, the Company may give the Employee written notice of its intention to terminate the Employee’s employment. In such event, the Employee’s employment with the Company shall terminate effective on the 30^th day after receipt of such notice by the Employee (the “Disability Effective Date”), unless the Employee shall have returned to full-time performance of the Employee’s duties prior to the Disability Effective Date. “Disability” shall mean a physical or mental infirmity that shall have impaired the Employee’s ability to perform the essential functions of the Employee’s job for a period of at least 90 days in any consecutive 12-month period. A determination of the existence of a “Disability” shall be made by the Company within its reasonable discretion; provided, however, in the event the Employee disagrees with the Company’s determination within seven days after the Employee’s receipt of the Company’s determination, the determination of Disability shall instead be made by the agreement of two physicians qualified to make such determination, one chosen by the Company and one chosen by the Employee (or the Employee’s agent, as applicable), and, if such two physicians cannot agree whether the Employee is suffering from a Disability, such two physicians will select a third physician and the third physician will make a determination of Disability, which determination will be binding on the parties.

(b)  Cause. the Company may terminate the Employee’s employment at any time for Cause (as defined herein). “Cause” shall mean (i) the Employee’s breach of this Agreement, or any lawful policy of the Company provided in writing to the Employee that is not inconsistent with this Agreement; (ii) the Employee’s commission of an act of fraud upon, or willful misconduct toward, the Company or any of the Company’s Affiliates; (iii) the Employee’s being convicted of or pleading nolo contendere to any misdemeanor involving moral turpitude, any felony, or any criminal act against the Company, any of the Company’s Affiliates, or any client of the Company or any of the Company’s Affiliates; (iv) the Employee’s willful commission of any act or omission that is reasonably determined by the Company’s Chairman and CEO, to have caused a material adverse effect on the property, operations, business or reputation of the Company or any of the Company’s Affiliates; or (v) the Employee’s willful and continuing failure to carry out or comply with any lawful directive of the officers of the Company to whom the Employee reports; provided, however, that in the cases of clauses (i), (iv) and (v) above, only if such failure is not fully remedied by the Employee within 30 days of after written notice by the Company to the Employee of such failure in the Notice of Termination (as defined below) and Employee shall have the right to contest the allegations during such 30-day cure period.

(c)  Good Reason. The Employee may terminate his employment at any time for Good Reason (as defined herein). “Good Reason” shall mean (i) the Employee’s duties or position with the Company are materially diminished or altered in a manner materially inconsistent with his initial duties described in Section 3(a) above; (ii) the Employee’s title is altered in a material and adverse manner; (iii) the Employee is not timely paid any amounts due and owing under this Agreement; or (iv) the Company relocates the Employee’s office location more than 50 miles from Fort Worth, Texas without the Employee’s written consent; (v) the Company fails to perform in any material respects its duties and obligations as a public company under the Securities Exchange Act of 1934 or the Securities Act of 1933, including the regulations promulgated thereunder, on or after July 1, 2021, provided such failure was within the Company’s reasonable control and not caused by acts or omissions of the Employee and such failure by the Company is not cured within 60 days after written notice from the Employee; or (vi) the Company defaults in any payment under both the Subordinated Note or the Mortgage Note (as such terms are defined in the Purchase Agreement) and such default is not cured within 60 days after written notice from the Employee; provided, however, that in the cases of clauses (i) through (iv) above, only if such Good Reason is not fully remedied by the Company within 30 days of after written notice by the Employee to the Company of such failure in the Notice of Termination.

(d)  Notice of Termination. Any termination by the Company for Cause or by the Employee for Good Reason shall be communicated by Notice of Termination (as defined below) given by the applicable party to the other party in accordance with the notice provisions of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (x) indicates the specific termination provision in this Agreement relied upon; (y) to the extent applicable, sets forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination under the provision so indicated; and (z) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by the notifying party to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason, as applicable, shall not waive any right of such notifying party hereunder or preclude such notifying party from asserting such fact or circumstance in enforcing such notifying party’s rights hereunder.

(e)  Date of Termination. “Date of Termination” means (i) if the Employee’s employment is terminated by the Company for Cause or by the Employee for Good Reason, the date of the Notice of Termination from the notifying party or any later date specified therein, as the case may be; and (ii) if the Employee’s employment is terminated by reason of death or Disability, the date of the Employee’s death or the Disability Effective Date, as the case may be.

6.  Obligations of the Company Upon Termination.

(a)  If the Company terminates the Employee’s employment for Cause or Disability of the Employee, or the Employee’s employment terminates due to the Employee’s death, then the Company shall pay to the Employee (i) the pro-rata portion of the Employee’s Base Salary through the Date of Termination to the extent not theretofore paid in accordance with the Company’s then current payroll practices, but no further Base Salary; (ii) any earned, but unpaid, Annual Bonus, except if the Employee was terminated for Cause; (iii) all unreimbursed business expenses to the extent reimbursable in accordance with the Company’s then current policy regarding the same; and (iv) any amount payable as a result of the Employee’s participation in, or benefits under, any benefit plan of the Company, which amount shall be payable in accordance with the terms and conditions of such benefit plans.

(b)  If the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason or the Employee’s employment terminates following the expiration of the Term as a result of a written notice delivered by the Company pursuant to Section 2(a), then the Company shall pay to the Employee (i) the Employee’s Base Salary through the greater of three months from the date of such termination and the remainder of the Term as severance, but not more than 12 months of severance; (ii) any earned, but unpaid, Annual Bonus; (iii) all unreimbursed business expenses to the extent reimbursable in accordance with the Company’s then current policy regarding the same; and (iv) any amount payable as a result of the Employee’s participation in, or benefits under, any benefit plan of the Company, which amount shall be payable in accordance with the terms and conditions of such benefit plans. The Employee has no obligation to seek or obtain other engagements or employment to mitigate any damages to which the Employee may be entitled by reason of any termination of this Agreement pursuant to this Section 6(b).

(c)  If (i) the Company terminates the Employee’s employment for Cause or Disability of the Employee; or (ii) the Employee’s employment terminates due to the Employee’s death, the Company shall have no further payment obligations to the Employee other than those set forth in Section 6(a) above.

(d)  If the Employee terminates his employment without Good Reason during the Initial Term, other than due to the Employee’s death or Disability, then the Employee shall pay the Company, as liquidated damages, and not as a penalty, the sum set forth below (based upon when the Employee terminates his employment) on the Employee’s last day of employment. In the event of the Employee’s resignation, the Employee agrees to provide the Company with at least two weeks’ advance written notice; provided, that the Company reserves its right to waive or shorten such notice and shall pay the Employee his Base Salary though the last day worked. The parties agree that the Employee terminating his employment prior to the expiration of the Initial Term would cause severe and irreparable damage to the Company and also that it is impossible to estimate or predict the damages to be incurred by the Company due to such breach of this Agreement by the Employee and that the below liquidated damages is a reasonable sum to compensate the Company for such breach.

(e)  Following the termination of the Term, the Employee agrees that, if requested by the Company, prior to the payment of all amounts due the Employee by the Company pursuant to this Agreement, the Employee or his estate will execute and deliver to the Company a general and full release, in substantially the form attached hereto as Exhibit “A”, of the Company of all employment-related claims in form and substance reasonably satisfactory to the Company, subject to the payment of such payments.

(f)  Subject to Section 6(b)(i) above, the Employee hereby agrees that no severance compensation of any kind, nature or amount shall be payable to the Employee and the Employee hereby irrevocably waives any claim for severance compensation.

(g)  All of the Employee’s rights to benefits under this Agreement (if any) shall cease upon the termination of the Term; provided, however, all amounts accrued and owed to the Employee by the Company under this Agreement, but unpaid, shall survive the termination of the Term.

7.  Confidentiality; Employee Covenants.

(a)  Inconsistencies. The parties hereto agree that any inconsistencies appearing among the Purchase Agreement and this Agreement shall be resolved on the basis that a provision in the Purchase Agreement shall prevail over any inconsistent provision in this Agreement.

(b)  Confidentiality. The Employee acknowledges and agrees that (i) the goodwill of the Company depends upon, among other things, keeping the Confidential Information (as defined below) confidential and that unauthorized disclosure of the Confidential Information would irreparably damage the Company; and (ii) disclosure of any Confidential Information to competitors of the Company or to the general public would be highly detrimental to and cause irreparable damage to the Company. For purposes of this Agreement, the term “Confidential Information” shall mean the Company’s confidential and proprietary business information, which may include, without limitation, information relating to persons, firms, and corporations that are or become customers or accounts of the Company during the Employee’s employment with the Company (“Customers”) and persons, firms, and corporations that are actively solicited by the Company during the Employee’s employment with the Company to become customers (“Prospects”), including the names of Customers and Prospects, lists of Customers and Prospects, personal information as to Customers and Prospects, familiarity with Customers’ and Prospects’ specific tax needs and financial considerations, trade secrets and other of the Company’s business information that is not generally or easily obtainable, including specific engagement procedures, techniques, tax saving and mitigation strategies, internal procedures, programs, regular business reports, business plans, projections, budgets, financial information, specific information regarding proposals to Prospects and Customers, and all records, files, manuals, blanks, forms, materials, supplies, computer programs, and other materials furnished to the Employee by the Company. All Confidential Information shall be and remain the property of the Company, and the Employee shall safely keep and preserve such property. In consideration of the training, support, and access to Confidential Information provided by the Company to the Employee, and the compensation and other consideration paid to the Employee under this Agreement and the Purchase Agreement, the Employee agrees that the Employee will not, without the written consent of the Company, disclose or make use of such Confidential Information except as may be required in the course of rendering services under this Agreement. Further, the Employee agrees to immediately deliver to the Company all Confidential Information and all copies thereof upon termination of employment. Notwithstanding the foregoing, Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of any disclosure by the Employee in violation of this Agreement; (ii) is or becomes available to the Employee from a source other than the Company or its subsidiaries; provided, that such source is not known by the Employee to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or such subsidiaries; or (iii) is independently developed by the Employee outside business hours (or other time while not working on business of the Company or its Affiliates) without regard or reference to any Confidential Information.

(c)  Duty of Loyalty. During the Employee’s employment with the Company, the Employee will avoid conflicts of interest, remain loyal to the Company and not engage in any conduct harmful to the business interests of the Company, unless prior written approval is obtained from the Company.

(d)  Discoveries and Inventions. The Employee agrees that all discoveries, inventions, ideas, contributions, and improvements (whether or not patentable or copyrightable) (the “Work”) that relate in any way to the business of the Company or its Affiliates, or that result from duties assigned by the Company to the Employee and that, while the Employee is employed by the Company, are developed, conceived or applied in practice by the Employee, either alone or together with others at any time either during or after normal working hours, whether on or off the Employee’s job are and will continue to be the exclusive property of the Company. The Employee agrees that any Work prepared for the Company or its Affiliates pursuant to this Agreement that is eligible for copyright, patent or other protection in the United States or elsewhere shall be a work made for hire. If any such Work is deemed for any reason not to be a work made for hire, the Employee further agrees, at any time during or after the Employee’s employment with the Company, to (i) promptly and fully disclose and assign all of the Employee’s right, title and interest in the Work to the Company; (ii) provide all assistance reasonably requested by the Company in the establishment, preservation and enforcement of the Company’s rights in such Work; and (ii) sign all papers and undertake such other acts and things as the Company may reasonably require of the Employee to protect its rights to such Work, including making application for, obtaining and enforcing patents, copyrights and the like under the laws of the United States or foreign countries, all without any further consideration to the Employee.

(e)  Non-Competition. As an inducement to the Company to execute and deliver this Agreement and the Purchase Agreement and to consummate the transactions contemplated hereby, unless the Employee resigns for Good Reason pursuant to Section 5(c)(vi) above, during the Term and for a period of the later to occur of three years after the Effective Date and one year after the expiration of the Term (the “Restricted Period”), the Employee will not, anywhere within the United States directly or indirectly engage in, own any economic interest in, continue in or carry on any activities that compete in any aspect with the Business (as defined in the Purchase Agreement) or any other business operated by the Company or its Affiliates as of the Closing Date and during the Restricted Period; provided, however, that the Employee may at any time own up to 1% of any publicly held company that competes with the Business.

(f)  Non-Solicitation. Unless the Employee resigns for Good Reason pursuant to Section 5(c)(vi) above, during the Restricted Period, the Employee will not (i) directly or indirectly solicit, divert or take away, in whole or in part, any customers or prospects of the Business to provide or perform services offered by the Business; (ii) hire or solicit or entice any employee or independent contractor of the Business to leave his or her employment or his, her or its retention by the Business and/or accept employment or retention with any other person or entity whose business is competitive with the Business; or (iii) divert or attempt to divert business of any kind from the Business, including, without limitation, interference with any business relationship with suppliers, customers, licensees, licensors or contractors. The foregoing solicitation restriction will not apply to broad-based, untargeted solicitations to prospective employees or candidates so long as no employees of the Business are hired.

(g)  Non-Disparagement. the Company and the Employee also each agrees to not disparage each other at any point during or after the Term of this Agreement; provided, however, no action taken in good faith related to the preservation or enforcement of such party’s rights under the terms of the Purchase Agreement or this Agreement shall be deemed a violation of this Section 7(g), nor shall truthful testimony compelled by legal process related to any litigation or arbitration, or with respect to any governmental investigation.

(h)  Tolling. The Employee agrees that during any period in which the Employee is in breach of the obligations contained in this Section 7, the time period, if any, of such obligations shall be extended for an amount of time equal to the period during which the Employee is in breach thereof. The Employee further acknowledges and agrees that if the Employee violates any covenant contained in this Section 7 and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining the relief through litigation, be deprived of the benefit of the full period of any such covenant.

8.  Remedies. It is specifically understood and agreed that any breach of the provisions of Section 7 of this Agreement by the Employee will result in irreparable injury to the Company and that remedies at law alone would be an inadequate remedy for such breach. In addition to any other remedy it may have, the Company shall be entitled (a) to seek specific performance of this Agreement by the Employee and both temporary and permanent injunctive relief without bond or security; and (b) except as otherwise provided by applicable law, to cease making any payments or providing any benefit otherwise required by this Agreement, in each case in addition to any other remedy to which the Company may be entitled at law or in equity.

9.  Severable Provisions. The provisions of this Agreement are severable, and the invalidity of any one or more provision(s) shall not affect the validity of any other provision(s). In the event that a court of competent jurisdiction determines that any portion of this Agreement or the application thereof is unenforceable in whole or in part, the Employee and the Company agree that said court shall, in making such determination, have the power to revise such provision to the extent necessary to make it enforceable, and that the Agreement in its revised form shall be valid and enforceable to the full extent permitted by law.

10.  Successors.

(a)  No rights or obligations of the Employee under this Agreement may be assigned or transferred by the Employee other than the Employee’s rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon the Employee’s death, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to the Employee’s interests under this Agreement. Subject to compliance with the terms of any the Company-sponsored benefit plan, the Employee shall be entitled to select and change a beneficiary or beneficiaries to receive following the Employee’s death any benefit or compensation payable hereunder by giving the Company written notice thereof. In the event of the Employee’s death or a judicial determination of the Employee’s incompetence, reference in this Agreement to the Employee shall be deemed, where appropriate, to refer to the Employee’s beneficiary(ies), estate or other legal representative(s).

(b)  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns.

(c)  the Company shall have no right to assign or transfer its rights or obligations under this Agreement; provided, however, the Company shall have the right to assign this Agreement to an entity acquiring all or substantially all of the assets of the Company provided that such entity assumes the liabilities, obligations and duties of the Company as contained in this Agreement, either contractually or by operation of law.

11.  Representations. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations of the Employee to be performed hereunder in accordance with its terms; (b) the Employee is not a party to, or subject to, any employment agreement or arrangement with any other person, firm, company, corporation or other business entity, and the Employee is subject to no restraint, limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which would impair the Employee’s right or ability (i) to enter the employ of the Company; or (ii) to perform fully the Employee’s duties and obligations pursuant to this Agreement; (c) the Employee represents and warrants to the Company that the Employee is an “accredited investor” within the meaning of Regulation D promulgated under the U.S. Securities Act of 1933, as amended.

12.  Miscellaneous.

(a)  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof.

(b)  Any notice required or permitted to be given pursuant to this Agreement shall be in writing and shall be given to the other party by personal delivery or hand delivery by courier, by registered or certified mail, return receipt requested, postage prepaid, or by reputable overnight courier, overnight delivery requested, addressed as follows:

If to the Employee:

Watt Stephens

624 Westwood Avenue

Fort Worth, Texas 76107

with a copy to:

Hawkins Parnell & Young, LLP

303 Peachtree Street NE, Suite 4000

Atlanta, Georgia 30308

Attn: Matthew A. Boyd, Esq.

If to the Company:

Generation Hemp, Inc.

PO Box 540308

Dallas, Texas 75354

Attn: Gary C. Evans

with a copy to:

Bell Nunnally & Martin LLP

2323 Ross Avenue, Suite 1900

Dallas, Texas 75201

Attn: Larry L. Shosid, Esq.

or to such address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when delivered in person, three business days after being sent by mail, or the next business day after being sent by overnight courier.

(c)  This Agreement may not be amended, nor any of its provisions waived, except by a written instrument signed by the party against whom enforcement of such amendment or waiver is sought.

(d)  If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the application of such provision in such circumstances shall be deemed modified to permit its enforcement to the maximum extent permitted by law, and both the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable and the remainder of this Agreement shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(e)  The Employee’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Employee or the Company may have hereunder, including, without limitation, the right of the Company to terminate the Employee’s employment for Cause or the Employee to terminate employment for Good Reason pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)  This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof and thereof.

(g)  In the event of any claim or action (i) arising out of or based upon this Agreement; (ii) arising out of or based upon the Employee’s employment with the Company and/or termination thereof; or (iii) relating to the subject matter hereof, each of the Company and the Employee, by the Company’s or the Employee’s execution hereof, hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts located in Dallas County, Texas, and agrees not to commence any such claim or action other than in the above-named courts. EACH PARTY WAIVES HIS OR ITS RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE, SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY EXHIBIT HERETO.

(h)  All descriptive headings of the Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i)  This Agreement may be executed in two counterparts each of which shall be original and both of which together shall constitute one and the same instrument. Electronic transmission signatures will suffice for execution hereof.

(j)  Each of the parties hereto shall, at any time and from time to time hereafter, upon the reasonable request of the other, take such further action and execute, acknowledge and deliver all such instruments of further assurance as necessary to carry out the provisions of this Agreement.

(k)  If any portion of this Agreement receives judicial interpretation, it is agreed that the court interpreting or construing this Agreement shall not apply a presumption that the terms of this Agreement shall be construed or interpreted against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the Agreement, it being acknowledged that both parties and their agents have participated in the preparation and/or review of this Agreement.

Signature Page Follows

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

TERM EMPLOYMENT AGREEMENT – Signature Page