Exhibit 10.2


 


TERMINATION OF SEPARATION
AND CONSULTING AGREEMENT


 


THIS
TERMINATION OF THE SEPARATION AGREEMENT AND CONSULTING (hereinafter referred to asthe “Agreement”)
is made and entered into effective as of July 20, 2020, by and between Christopher Hansen (as used herein,
“Hansen”, which also includes Christopher Hansen and his legal representatives, agents, heirs,
executors, administrators, successors and assigns), and Redwood Green Corp., its divisions, parents, subsidiaries, affiliates
or related companies, its and their past, present and future officers, directors, shareholders, trustees, insurers,
attorneys, legal representatives, employees and agents and all of its and their respective heirs, executors, administrators,
and successors and assigns (hereinafter, “Company”) (Hansen and Company are collectively referred
to herein as the “Parties”), for the following purpose and with reference to the following background
information:


 


WHEREAS, on February 25, 2020,
Company and Hansen entered into a Separation and Consulting Agreement (“Separation Agreement”),


 


WHEREAS,
in consideration of the fact that on or about July 10, 2020, Company and Hansen agreed and entered into an Employment Agreement,


 


WHEREAS,
the Parties wish to hereby terminate the Separation Agreement and agree on a revised payment schedule for certain amounts
past due to date under the Separation Agreement, NOW THEREFORE, in consideration of the mutual promises contained herein and
for other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties agree as
follows:


 


1. Effective
Date of Agreement: This Agreement shall only become effective and enforceable once an Employment Agreement is signed by
both Hansen and Company (the “Effective Date”).


 






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 2. Termination Provisions.




 


(a) Past
Due Payments under Separation Agreement. Company acknowledges that it must pay Hansen under the Separation Agreement the
total sum of $75,000 representing the April, May and June 2020 past due installments of the Separation Agreement (“Past
Due Amounts”). The Company reaffirms these amounts are due and will provide Hansen with a payment schedule for such
Past Due Payments once the Company ensures sufficient funding to meet this obligation. Hansen will not pursue enforcement of
the Past Due Payments in arbitration or litigation for as long as he is employed with the Company.


 


(b) Payments. Hansen
acknowledges and agrees that the payments and benefits provided for in Paragraphs 2(b) through 2(d) of the Separation
Agreement have been paid for March 2020, and that following the completion of the Past Due Payments it will seek no
additional payments, and that, collectively, the payments under the Separation Agreement constitute sufficient consideration
for the General Releases set forth in Paragraphs 3 and 4 of the Separation Agreement in connection with his employment with
the company through February 25, 2020, which General Releases survive the termination of the Agreement.


 


(c) Survival of certain section of
the Separation Agreement. Sections 3 through 7, inclusively, of the Separation Agreement survive its termination.


 


(d) RSU and Common Stock
Grant. Company warrants that any and all RSU and Common Stock due under the Separation Agreement per Paragraphs 2(c) and
2(d) have been issued in their entirety to Hansen. To the extent any RSU or Common Stock due under the Separation Agreement
has not already been granted, Hansen retains his right do demand and receive the consideration outlined in Paragraphs 2(c)
and 2(d) of the Separation Agreement.


 


3. Entire Agreement. This
Agreement contains the entire agreement among the Parties with respect to this subject matter (termination of the Separation
Agreement), and may be modified only in a written document executed in the same manner as this Agreement, and no agreements,
representations, or statements of any party not contained herein shall be binding on such party, except as set forth
above.


 






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4. Enforcement. Any party
shall have the right specifically to enforce this Agreement, except for provisions which subsequently may be held invalid or
unenforceable, and/or obtain money damages for its breach. If either party sues to enforce this Agreement or to recover
damages for a breach of this Agreement, the prevailing party to that litigation shall be entitled to reimbursement from the
non-prevailing party, actual costs and reasonable attorney fees incurred.


 


5. Full Knowledge. Hansen
warrants, represents and agrees that in executing this Agreement, he does so with full knowledge of any and all rights which
he may have with respect to the Released Parties, as such are defined in the Separation Agreement.


 


6. No Reliance. Hansen further
states that he is not relying and has not relied on any representation or statement made by the Released Parties, or any of them,
with respect to Hansen’s rights or asserted rights.


 


7. Advice of Counsel. Hansen
represents that he has had the opportunity to avail himself of the advice of counsel prior to signing this Agreement and is
satisfied with his counsel’s advice and that he is executing the Agreement voluntarily and fully intending to be
legally bound because, among other things, the Agreement provides valuable benefits to him which he otherwise would not be
entitled to receive absent his execution of the Releases herein. Each of the parties hereto has participated and cooperated
in the drafting and preparation of this Agreement. Hence, this Agreement shall not be construed against any party.


 


8. Controlling Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of Colorado.


 






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9. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original with respect to any
party whose signature appears thereon and all of which shall together constitute one and the same instrument.


 


HANSEN
ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES THE CONTENTS OF THIS AGREEMENT
AND THAT HE EXECUTES THE SAME VOLUNTARILY AND OF HIS FREE WILL.


 


IN
WITNESS WHEREOF, expressly intending to be legally bound hereby, Hansen and Company have executed Termination Agreement on the
dates indicated below.


 


	 	On behalf of Redwood Green Corp.
	 	 
	 	/s/ Dr. Delon Human 
	 	By: Dr. Delon Human 
	 	7/20/2020
	 	 
	 	Christopher A. Hansen
	 	 
	 	/s/ Christopher A. Hansen
	 	By: Christopher A. Hansen
	 	7/20/2020




 


 


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