Exhibit 10.14


 





EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this "Agreement") is made and entered into effective as of the 1st day of October ,
2017 (the "Effective Date"), by and between SMG INDIUM RESOURCES LTD.., a Delaware corporation (hereafter
referred to as the "Company"), and MATTHEW C. FLEMMING (hereafter referred to as "Executive"). The
Company and Executive may sometimes hereafter be referred to singularly as a "Party" or collectively as the "Parties."


 


W
I T N E S S E T H:


 


		1.	Employment
                                         and Duties of Executive



 


On
the terms and subject to the conditions hereinafter set forth, and beginning as of the Effective Date, the Company employs Executive
as its Chief Executive Officer and the Executive will serve as the Company's employee in that position. Executive shall also have
such additional powers, authority, functions, duties, and responsibilities as may be reasonably assigned to him, from time to
time, by the Board of Directors of the Company (the " Board").


 


		2.	Place
                                         of Employment



 


The
required duties of Executive under this Agreement shall be performed by Executive at the Company' s offices in Houston, Texas,
and in such other place or places to which Company may, from time to time, request Executive to travel in connection with Executive's
duties under this Agreement.


 


		3.	Time
                                         to be Devoted to Contractual Duties of Executive



 


Executive
shall give his best efforts and endeavors, on a substantially time basis, to the discharge of his duties under this Agreement.
Executive is hired by the Company under this Agreement represents a full-time duty and responsibility. The foregoing shall not
be interpreted to (a) prohibit Executive from engaging in serving as a member of a board of directors of other private or public
companies including energy companies viewed as non-competitive in nature to the Company, (b) prohibit Executive from holding stock
or other equity interests in a publicly traded entity (even if such entity is competitive with the Company so long as such ownership
does not exceed three percent (3%)),
(c) prohibit Executive from taking consulting assignments that are part time in nature with companies non-competitive in nature
to the Company, which may include restructuring and advisory services, (d) prohibit taking part in a real estate ventures, so
long as: (i) such activities or investments, individually or in the aggregate, do not interfere or require services on the part
of Executive that interfere with Executive's performance of his duties and obligations under this Agreement; (ii) such activities
or investments do not involve or relate to any activities or business in competition with the business of the Company or any affiliates
of the Company (except as provided in item (b) above), and (iii) Executive has complied with Paragraph 10 of this Agreement with
respect to each such activity and investment.


 






    1 


     


    

 


		4.	Term
                                         of Employment



 


The
term of the Company's employment of Executive shall be for a period of three (3) years from the Effective Date (such period being
referred to as the "Initial Term"). After the expiration of the Initial Term, the employment of Executive shall continue
for successive three (3) month periods. The Initial Term plus any period or periods of time during which the employment of Executive
continues with the Company after the expiration of the Initial Term is sometimes referred to as the "Term."


 


		5.	Compensation
                                         of Executive



 


A. As
compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company
agrees to pay Executive a salary in the amount of ONE HUNDRED EIGHTY THOUSAND DOLLARS ($180,000) per annum ("Base Salary"),
less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable every other Friday, in equal installments,
in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. The Compensation Committee
of the Board will review Executive's compensation at least annually to consider possible upward adjustments (it being agreed that
the base salary shall not be reduced during the Initial Term).


 


B. Executive
may also receive bonuses, from time to time, in the discretion of the Compensation Committee of the Board, depending upon Executive's
performance and achievement of specific goals, and upon the profitability of the Company. Bonuses may be payable in cash, stock
options, and common stock, in the discretion of the Compensation Committee of the Board.


 


C. Executive
shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive
in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel
expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related
to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly,
or reimburse Executive for such expenses in accordance with Company policies.


 


D.
In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive,
at the Company's sole expense, health insurance coverage for Executive (with any such coverage for Executive's dependents, if
desired by Executive, to be provided at the Company's sole expense) under the health insurance plan maintained by the Company
from time to time. The Company shall also either provide or reimburse Executive (up to $3,500 in annual premiums) for life insurance
coverage on Executive's life in a face amount at least equal to base salary. The Company shall also provide Executive with both
long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Comp
any' s sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings
plan or other similar plan which the Company or its successors or assigns makes available to its employees. No matching contributions
are expected by the Company for any qualified plan. Executive shall be required to comply with the conditions attendant to coverage
by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans
as they may be amended from time to time. Executive will also have an allowance for professional dues including Entrepreneur’s
Organization fees in an amount up to $3,500 per annum.


 






    2 


     


    

 


E. During
the Term, Executive shall be entitled to four (4) weeks of annual vacation time per calendar year determined in accordance with
the vacation policies of the Company from time to time in effect. To the extent that Executive does not utilize the full amount
of vacation time allotted in any given calendar year, Executive will receive a cash payment within 30 days of the end of such
calendar year for any unused vacation time. Such cash payment will be calculated based upon Executive's Base Salary for the calendar
year in which such unused vacation time occurred.


 


F. Executive
shall also be entitled to a vehicle allowance of $750 per month, only when a company vehicle is not provided.


 


G. No
additional compensation (above the compensation referred to in this Paragraph 5) shall be due or payable by Company to Executive
under this Agreement but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a
bonus or otherwise, as the Company may determine from time to time.


 


		6.	Covenants, Representations, and
                                         Warranties of Executive



 


A. Executive
covenants, agrees, and promises that during the Term: (a)Executive will truthfully and accurately make, maintain, and preserve
all records and reports that the Company may from time to time request or require; (b) Executive will fully account for all money,
records, goods, wares, merchandise, and other property belonging to the Company and/or to the Company' s clients of which Executive
has custody, and will pay over and/or deliver same promptly whenever and however Executive may be directed to do so; (c) Executive
will (i) make reasonable efforts to obey all rules, regulations, and special instructions applicable to him and (ii) be loyal
and faithful to the Company at all times; and (d) Executive agrees that upon termination of his employment under this Agreement
for any reason he will use his best efforts to surrender and turn over to the Company all books, records, forms, mailing lists,
client lists, potential client lists, specifications, formulae, data, processes, papers, and writings related to the Company's
business and all other property belonging to the Company together with, except as hereinafter set forth, all copies of the items
mentioned in this Agreement Paragraph 6.A., it being understood and agreed that the same are the Company' s sole property.


 


B. Executive
hereby represents and warrants to Company that (a) Executive is experienced in the subject matter of this Agreement and fully
competent to exercise and discharge his duties and obligations under this Agreement, and (b) the execution of this Agreement by
Executive does not violate the terms or conditions of any prior employment agreements to which Executive has been a party, and
at the time of execution of this Agreement.


 






    3 


     


    

 


		7.	Termination



 


A. The
employment of Executive may be terminated upon the occurrence of any one of the following events:


 


(a) Business
Reason. The Company may, at its election, and for any reason (i.e., any lawful reason other than Cause) and effective immediately
(or such longer period as determined by the Company in its sole discretion), terminate Executive's employment upon written notice
to Executive. Executive, effective no less than thirty (30) days after written notice thereof to the Company, may resign his employment
with the Company. A resignation for "Good Reason" shall mean a resignation of the employment within sixty (60) days
of the occurrence of any of the following events: (i) without the written consent, a material reduction of your duties, position
or responsibilities;(ii) without written consent, a significant reduction by the Company in base salary as in effect immediately
prior to such reduction; or (iii) without your written consent, a requirement that relocation of the office to a location more
than seventy (70) miles from its then-current location. A resignation of employment for any other reason or in any other circumstances
will be a resignation "Without Good Reason."


 


(1) With
Cause. The Company may, upon written notice effective immediately, terminate the employment of Executive at any time during
the Term for "Cause." For purposes of this Agreement, "Cause" shall mean the following: (i) if Executive should
be convicted of or pleads nolo contendre to any felony offense or to a crime of moral turpitude (whether or not a felony);
(ii) if Executive should be unable or incapable of performing the essential functions of the job position for a period of thirty
(30) consecutive days in any twelve (12) month period, or one hundred twenty (120) days during any twelve (12) month period, whether
or not such days are consecutive (as used herein, "unable or incapable of performing essential job functions" shall
mean the inability of Executive, on account of a mental, physical, or other condition, to perform the essential job functions
as determined by at least two of three medical physicians or by agreement of the Company and Executive or his designee (if the
determination is to be made by medical physicians, the Executive or his designee shall appoint one such physician, the Company
shall appoint one, and the two so appointed shall appoint the third medical physician)); (iii) if Executive should misappropriate
funds or property of the Company, or of any affiliate of the Company, secure or attempt to secure personally any profit in connection
with any transaction entered into on behalf of the Company or of any affiliate of the Company, or (3) make any material misrepresentation
to the Company or any affiliate of the Company; (iv) if Executive fails to comply with any of the duties and obligations under
this Agreement and such failure continues for fifteen (15) days after written notice to Executive from the Company of such failure;
(v) if Executive fails to comply with the Conflict of Interest Guidelines attached as Exhibit "A" to this Agreement,
and such failure continues for five (5) days after notice to Executive; (vi) if Executive shall give notice of resignation under
Paragraph 7.A(a); or (vii) if Executive commits an act involving dishonesty, theft, or conduct that one could reasonably expect
to impair or injure the reputation of, or harm, the Company or any affiliate of the Company.


 


(b) Death
of Executive. This Agreement will terminate automatically on the death of the Executive.


 






    4 


     


    

 


B. In
the event of the termination of the employment of Executive, Executive shall be entitled to compensation under Paragraph 5.A earned
prior to the date of termination as provided herein. Additionally, if during the Initial Term, the Executive resigns with good
reason or the Company terminates Executive's employment with the Company for any reason other than under Paragraph 7.A(b)(i),
7.A.(b)(iii), 7.A.(b)(iv), 7.A.(b)(v), or 7.A.(b)(vii) or if during the Initial Term, Executive' s employment with the Company
is terminated due to Executive's death under Paragraph 7.A(c), then Executive (or his estate, as applicable) shall be entitled
to and shall receive, as his or its sole and exclusive remedy (Executive hereby waiving all other rights or remedies in the event
of such a termination), a severance payment equal to six (6) months of Executive's base salary (computed using the annual compensation
then payable to Executive under Paragraph 5.A) for six (6) months, which shall be paid monthly following the termination of employment
for the balance of the Initial Term. Additionally, in the event the Company terminates Executive's employment under Paragraph
7.A(a) hereof, the duration of Executive's covenants under Paragraph 10 hereof shall last until the expiration of six (6) months
from the date of such termination. If: (i) Executive resigns from his employment with the Company under Paragraph 7.A(a) at any
time; or (ii) during the Initial Term, the Company terminates the employment of Executive pursuant to Paragraph 7.A(b)(i), 7.A(b)(iii),
7.A(b)(iv), 7.A(b)(v), 7.A(b)(vi), or 7.A(b)(vii); or (iii) subsequent to the Initial Term, the Company terminates the employment
of Executive pursuant to any provision of Paragraph 7.A(b); or (iv) subsequent to the Initial Term, Executive's employment with
the Company is terminated due to Executive' s death under Paragraph 7.A(c), then the Company shall have the obligation to pay
to Executive all amounts earned under Paragraph 5.A prior to the termination of employment. The Company shall have no obligation
to pay Executive any amount otherwise coming due and payable under this Agreement after the date of such termination and Executive
shall be entitled to no other or further compensation as of the date of termination of employment or thereafter. Additionally,
if, after the Initial Term, the Company (but not Executive) terminates Executive's employment under Paragraph 7.A(a) or
Paragraph 7.A.(b)(ii), Executive shall be entitled, as his sole and exclusive remedy (Executive hereby waiving all other rights
or remedies in the event of such a termination) a severance payment equal to six (6) month's salary (based on the annual compensation
payable to Executive under Paragraph 5.A), which shall be paid monthly for six (6) months following the termination of employment;
provided, however, if Executive becomes employed or otherwise earns income from sources other than the Company during such six
(6) month period, then the Company's obligation to pay such severance payment shall be reduced dollar for dollar by each dollar
received by Executive during such six (6) month period.


 


C. If
employment with the Company is terminated by the Company "Without Cause" (as defined herein) or if Executive resigns
"With Good Reason" then Executive shall be entitled to the same level of health (i.e. medical, vision and dental) coverage
and benefits as in effect for you on the day immediately preceding the day of termination of employment; provided, however that
(A) you constitute a qualified beneficiary, as defined in Section 4980B(g)(l) of the Internal Revenue Code of 1986, as amended;
and (B) you elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"),
within the time period prescribed pursuant to COBRA. The Company shall continue to provide you with such health coverage until
the earlier of (i) the date you are no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12)
months from the termination date.


 






    5 


     


    

 


		8.	Confidential
                                         Information; Ideas



 


A. The
Company promises that it will give Executive access to some or all of its Confidential Information (as defined in this Paragraph
8.A.) during employment under this Agreement, including, without limitation, certain trade secrets, know-how, mailing lists, clients
lists, potential client lists, employee records, and other sensitive, proprietary, or confidential information and knowledge concerning
the business of the Company, and/or affiliates of the Company (hereafter collectively referred to as "Confidential Information")
which the Company desires to protect. Executive understands that such Information is sensitive, proprietary, or confidential,
and agrees that at any time (and whether during or after Executive's employment with the Company), will not reveal such Confidential
Information to anyone outside the Company. The term "Confidential Information," as used in this Agreement, shall not
include information that (a) is already known to Executive from sources other than the Company; (b) is or becomes generally available
to the public other than as a result of a disclosure by Executive; (c) is disclosed to Executive by a person or entity who is
not bound by any agreement regarding the confidential nature of such information; or (d) is required to be disclosed by law or
by regulatory or judicial process. The provisions of this Paragraph 8 shall survive any termination or expiration of this Agreement,
and the termination of Executive's employment with the Company (for whatever cause or reason).


 


B. Executive
agrees that all ideas, improvements, inventions, discoveries, systems, techniques, formulas, devices, methods, processes, programs,
designs, models, prototypes, copyrightable works, mask works, trademarks, service marks, trade dress, software programs, hardware
improvements, business slogans, and other things of value conceived, reduced to practice or made or learned by Executive, either
alone or with others, while employed by the Company and for twelve (12) months thereafter that relate to the Company's business
and/or the business of affiliates of the Company (hereinafter collectively referred to as the "Ideas") belong to and
shall remain the sole and exclusive property of the Company forever. Further, Executive agrees to promptly and fully disclose
to the Company's President such Ideas in writing. In addition, Executive agrees, without additional compensation, to cooperate
and do any and all lawful things requested by Company necessary or useful to ensure that the ownership by the Company of such
Ideas is protected. This cooperation includes, but is not limited to, executing all documents required by the Company, and otherwise
assisting Company to vest title of such Ideas in Company and to obtain, maintain and enforce for Company's benefit, any patents,
copyrights, mask work registration, trade and service mark registrations, or other legal protection for any Ideas in any and all
countries, during or after employment with Company. Executive will continue to assist Company as provided in the preceding sentence
even after termination of Executive's employment with Company, but Company shall compensate Executive at a reasonable rate after
his termination for the time actually spent by Executive in response to a written request by Company. Executive hereby waives
and quit-claims to Company any and all claims, of whatever nature, which Executive has or may have later for infringement of any
proprietary rights assigned by Executive to Company. Executive hereby assigns to the Company all of Executive's right, title,
and interest in and to all such Ideas and all patents, trademarks, copyrights, other registrations, and applications which may
be obtained as a result of the Ideas, throughout the United States and all foreign countries. Executive agrees that no Ideas shall
be regarded as having been conceived, reduced to practice, made, or learned by Executive prior to Executive's employment. Executive's
obligations under this Agreement shall continue after his termination of employment with the Company. This Agreement shall inure
to the benefit of Company, its successors (including by merger) and assigns, and is binding upon the assigns, executors, and administrators
and other legal representatives of Executive.


 






    6 


     


    

 


		9.	Arbitration



 


A. If
any dispute between the Company and Executive arises out of or is related to this Agreement, Executive's employment, or Executive's
separation from employment with Company for any reason, and the parties to this Agreement cannot resolve the dispute, the Company
and Executive shall submit the dispute to final and binding arbitration. The arbitration shall be conducted in accordance with
the American Arbitration Association's ("AAA") National Rules for the Resolution of Employment Disputes ("Rules").
If the parties cannot agree to an arbitrator, an arbitrator will be selected through the AAA's standard procedures and Rules.
Company and Executive shall share the costs of arbitration, unless the arbitrator rules otherwise. Company and Executive agree
that the arbitration shall be held in Houston, Texas. Arbitration of the parties' disputes is mandatory, and in lieu of any and
all civil causes of action or lawsuits either party may have against the other arising out of or related to this Agreement, Executive's
employment, or Executive's separation from employment with Company, with the exception that Company alone may seek a temporary
restraining order and temporary injunctive relief in a court to enforce the protective covenants as provided in Agreement Paragraph
10.C.  Executive acknowledges that by agreeing to this provision, he knowingly and voluntarily waives any right he may have to
a jury trial based on any claims he has, had, or may have against the Company, including any right to a jury trial under any local,
municipal, state or federal law including, without limitation, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Section 1981, the Americans With Disabilities Act of 1990, the Age Discrimination In Employment Act of 1967, the Family Medical
Leave Act, the Sarbanes-Oxley Act, the Older Workers Benefit Protection Act, the Texas Commission on Human Rights Act, claims
of harassment, discrimination or wrongful termination, and any other statutory or common law claims.


 


B. Before
the arbitration hearing is conducted, the arbitrator shall have the authority to consider and grant a motion to dismiss and motion
for summary judgment by applying the standards governing these motions under Federal Rules of Civil Procedure 12 and 56. The arbitrator
shall issue a written decision and award, which shall explain the basis of the decision. The decision and award shall be exclusive,
final, and binding on both Executive and the Company, and all heirs, executors, administrators, successors, and assigns.


 


C. Both
Executive and the Company understand that, by agreeing to arbitration, they are agreeing to substitute one legitimate dispute
resolution forum (arbitration) for another (litigation), and thereby are waiving the right to have disputes resolved in court.


 






    7 


     


    

 


		10.	Restrictive
                                         Covenants



 


A. As
an inducement for Company's agreement to employ Executive, to provide Executive with trade secrets and other Confidential Information,
and to enter into this Agreement, Executive hereby agrees that during the Term, and for a period of twenty-four (24) full calendar
months after (i) the expiration of the Term (as the same may be extended) or (ii) the termination of Executive' s employment with
the Company for whatever reason or cause (whichever may occur later), or for the maximum period of time permitted by law, whichever
is less, Executive shall not, whether for profit or not, whether on his own behalf or on behalf of any person or firm in any capacity
whatsoever, engage in the "Prohibited Activity" (as hereinafter defined) within the "Relevant Geographical Area"
(as hereinafter defined). Serving as a partner, member, trustee, receiver, custodian, manager, stockholder, officer, director,
owner, joint venturer, associate, employee, consultant, adviser or in any other capacity whatsoever with respect to any person
or firm engaged in the Prohibited Activity within the Relevant Geographical Area shall be conclusively deemed engagement in the
Prohibited Activity within the Relevant Geographical Area regardless of whether such service is for profit or whether such person
or firm engages in the Prohibited Activity for profit.


 


In
this Agreement, the phrase "Prohibited Activity" shall mean, directly or indirectly:


 


B. soliciting
the Company's customers; or (ii) working independently or for any person or firm involved in any business engaged in by the Company
and/or by any of its subsidiaries or affiliates during the Term, including, without limitation, oilfield products and services
that clean, maintain or repair drilling rigs or related service company. For purposes of this Agreement, the phrase "Relevant
Geographical Area" shall mean the area within political boundaries of the State of Texas and any and all other areas in which
the Company or any of its subsidiaries or affiliates transact business; provided, however, if the geographic area defined in this
Agreement Paragraph 10.A. exceeds the maximum geographic area permitted by law or for any other reason does not state a geographic
area within which the provisions of this Paragraph 10.A. are enforceable, then the provisions of this Paragraph 10.A. shall apply
within the maximum geographic area permitted by law in which such provisions are enforceable. As an inducement for Company' s
agreement to employ Executive, to provide Executive with trade secrets and other Confidential Information, and to enter into this
Agreement, Executive hereby agrees that during the Term, and for a period of twenty-four (24) full calendar months after: (i)
the expiration of the Term (as the same may be extended) or (ii) the termination of Executive's employment with the Company for
whatever reason or cause (whichever may occur later), or for the maximum period of time permitted by law, whichever is less, Executive
shall not induce or attempt to influence or persuade any employee of Company or any of its affiliates to terminate his employment
with the Company (or with the applicable affiliate).


 


C. In
addition to all other remedies at law and in equity which the Company might have for Executive's breach of the covenants set forth
in this Paragraph 10, the Parties agree that in the event of any breach or attempted or threatened breach of any such covenant,
the Company shall also have the right to obtain a temporary restraining order, temporary injunction and permanent injunction against
Executive prohibiting such breach or attempted or threatened breach, merely by proving the existence of such breach, or attempted
or threatened breach (by a preponderance of the evidence) and without the necessity of proving either inadequacy of legal remedy
or irreparable harm.


 






    8 


     


    

 


D. Executive's
covenants set forth in this Paragraph 10 are independent and severable from every other provision of this Agreement; and the breach
of any other provision of this Agreement by the Company or any other agreement between Executive and the Company shall not affect
the validity of the provisions of this Paragraph 10 or constitute a defense of Executive in any suit or action brought by the
Company to enforce the provisions of this Paragraph 10 or to seek any relief from Executive's breach thereof.


 


E. Each
of the Parties agree and stipulate that: (i) the agreements and covenants not to compete contained in this Paragraph 10 are fair
and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; (ii) the
consideration provided by the Company is not illusory; and (iii) the consideration given by the Company under this Agreement gives
rise to the Company's interest in restraining and prohibiting Executive from engaging in the Prohibited Activity within the Relevant
Geographical Area as provided under this Paragraph 10 and the covenants not to engage in the Prohibited Activity within the Relevant
Geographical Area pursuant to this Paragraph 10 are designed to enforce such consideration.


 


		11.	Notice



 


Any
and all notices permitted or required to be given under the terms of this Agreement shall be in writing and may be served by certified
mail, with return receipt requested and proper postage prepaid, addressed to the Party to be notified at the appropriate address
specified below, or by delivering the same in person to such Party, or by prepaid telegram addressed to the Party to be notified
at said address, or by Federal Express or another nationally recognized courier service addressed to the Party to be notified
at said address. Notice given by certified mail as aforesaid shall be deemed given and received three (3) days after mailing,
whether or not actually received. Any notice given in any other above authorized manner shall be deemed received upon actual receipt;
but shall also be deemed received upon attempted delivery if such delivery is not accepted. The addresses of the parties are as
follows:


 




    9 


     


    

 





	If
    to the Company 	SMG
    Indium Resources Ltd.
	 	710
    N. Post Oak Road, Suite 400 
	 	Houston,
    Texas 77024
	 	Attention:
    Chairman Compensation Committee of the Board of Directors
	 	 
	If
    to Executive	Matthew
    C. Flemming
	 	8614
    Westview Drive
	 	Houston,
    Texas 77055


 


The address of any Party
may be changed by notice given in the manner provided in this Paragraph.


 


		12.	General
                                         Provisions



 


A. This
Agreement may not be assigned by Executive. This Agreement may be assigned in whole or in part by the Company. Executive expressly
agrees to honor and accept such assignment or other transfer and, upon the consummation thereof, to attorn to the Company's assignee
and to perform his duties and obligations hereunder for the benefit of the Company's assignee as if the Company’s assignee
were the Company named herein. Executive further agrees that, upon the consummation of such assignment or other transfer, all
references herein to the Company shall become and shall be deemed to be references to the Company's assignee and the Company shall
be relieved of all obligations hereunder.


 


B. This
Agreement shall be governed by, construed, and enforced in accordance with the internal, local laws of the State of Texas (without
regard to conflicts of law rules) and the obligations of the Company and Executive shall be performable in Harris County, Texas.


 


C. The
Company agrees to provide to the Executive all rights of indemnification to the fullest extent permitted by law and by the Company’s
Certificate of Incorporation and Bylaws as well as advancement of attorneys' fees and costs as incurred during the pendency of
a claim or action. The Company agrees to maintain director' and officers' (D&O) insurance for the benefit of the Executive
providing coverage identical to that of other senior executive officers of the Company. The indemnification and directors' and
officers' coverage shall extend to actions and services undertaken or performed by the Executive or omissions, not only as an
employee of the Company, but as an employee, agent, director or consultant of any other entity for which the Executive renders
services at the request of the Company.


 


D. This
Agreement contains the entire agreement between the Parties relative to the subject matter hereof and supersedes and replaces
all prior communications and agreements (oral or written) between Executive and the Company. No variation, modification, or change
of this Agreement shall be binding upon either Party hereto unless set forth in a document duly executed by both Parties.


 


E. This
Agreement is intended to express the Parties' mutual intent, and irrespective of the Party preparing this document, no rule of
construction shall be applied against such Party, as both Parties have actively participated in the preparation and negotiation
of this Agreement.


 






    10 


     


    

 


F. No
consent or waiver, express or implied, by a Party to or of any breach or default by the other Party in the performance by the
other Party of its obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other
breach or default in the performance by such other Party of the same or any other obligation of such Party under this Agreement
(e.g., any waiver or consent from the Company with respect to any term or provisions of this Agreement or any other aspect of
Executive's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given
and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent and the failure or delay
of the Company at any time or times to require performance of, or to exercise any of its powers, rights, or remedies with respect
to any term or provision of this Agreement or any other aspect of Executive's conduct or employment in no manner except as otherwise
expressly provided herein shall affect the Company' s right at a later time to enforce any such term or provision). Failure on
either Party's part to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective
of how long such failure or default continues, shall not constitute a waiver by such Party of such Party's rights under this Agreement.


 


G. If
any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to
any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the greatest extent permitted by law.


 


H. This
Agreement shall inure to the benefit of and be binding upon the undersigned Parties and their respective permitted successors
and permitted assigns. Whenever, in this instrument, a reference to any Party is made, such reference shall be deemed to include
a reference to such Party's permitted successors and permitted assigns; however, neither this Paragraph 12.H nor any other portion
of this Agreement shall be interpreted to constitute a consent to any assignment or other transfer of this Agreement or any part
hereof other than pursuant to and in accordance with this Agreement’s other provisions.


 


I. The
prevailing Party in any dispute between the Parties to this Agreement, arising out of the interpretation, application, or enforcement
of any provision of this Agreement, shall be entitled to recover all of its reasonable attorneys' fees and costs, whether suit
be filed or not, including, without limitation, costs and attorneys' fees related to or arising out of any arbitration or trial
or appellate proceedings or petition for review before any other court.


 






    11 


     


    

 


EXECUTED,
in multiple counterparts, each of which shall have the force and effect of an original, on the Effective Date.


 





	"Company"	 	"Executive"
	 	 	 
	SMG INDIUM RESOURCES LTD.	 	 
	a Delaware corporation	 	 
	 	 	 
	 	 	 
	/s/
    Stephen Paulson	 	/s/
    Matthew C. Flemming
	Stephen Paulson	 	Matthew C. Flemming
	Compensation Committee Chairman	 	 


   








    12