Certificate of Merger, merging Evergreen Sustainable Enterprises Merger Sub, Inc. into Generation Hemp, Inc., filed with the Secretary of State of Delaware on March 8, 2023, effective March 9, 2023

Exhibit 2.1

CERTIFICATE OF OWNERSHIP AND MERGER

merging

EVERGREEN SUSTAINABLE ENTERPRISES MERGER SUB, INC.,

a Delaware Corporation,

with and into

GENERATION HEMP, INC.,

a Delaware corporation

(Pursuant to Section 253 of the

General Corporation Law of the State of Delaware)

* * * * *

Generation Hemp, Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Evergreen Sustainable Enterprises Merger Sub, Inc., a Delaware corporation (the “Subsidiary”), with and into the Corporation, with the Corporation remaining as the surviving corporation under the name of Evergreen Sustainable Enterprises, Inc.:

FIRST: The Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Subsidiary is incorporated pursuant to the DGCL.

SECOND: The Corporation owns all of the outstanding shares of common stock, par value $0.0001 per share, of the Subsidiary.

THIRD: The Board of Directors of the Corporation, by resolutions duly adopted by the Board of Directors by resolution dated October 19, 2022 determined to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL, which resolutions are in the following words:

“WHEREAS, the Corporation owns all of the issued and outstanding capital stock of Evergreen Sustainable Enterprises Merger Sub, Inc., a Delaware corporation (the “Subsidiary”), and has determined it to be in the best interests of the Corporation and its stockholders to merge the Subsidiary with and into the Corporation in a statutory short form merger (the “Name Change Merger”) in connection with which the name of the Corporation shall be changed to “Evergreen Sustainable Enterprises, Inc.” pursuant to the Agreement and Plan of Merger (the “Name Change Merger Agreement”) and the related Certificate of Ownership and Merger (the “Name Change Certificate of Merger”) in accordance with the provisions of Section 253 of the Delaware General Corporation Law, in which the Corporation will be the surviving corporation of such Name Change Merger.

NOW, THEREFORE, BE IT RESOLVED, that the Name Change Merger is hereby adopted and approved in all respects, and it is further;

RESOLVED, that the terms and conditions, and the execution, delivery and performance, of the Name Change Merger Agreement and the Name Change Certificate of Merger be, and the same hereby are, adopted and approved in all respects, and the Name Change Merger, the Name Change Certificate of Merger, the other transactions contemplated by the Name Change Merger Agreement, and all other actions or matters necessary or appropriate to give effect to the foregoing be, and the same hereby are, adopted and approved in all respects; and that the Corporation’s Chief Executive Officer and Controller (the “Authorized Officers”) be, and each of them acting singly hereby is, authorized, empowered and directed, for and on behalf of the Corporation and in its name, to execute, acknowledge and deliver the Name Change Merger Agreement and the Name Change Certificate of Merger, such execution and delivery to be conclusive evidence that such Name Change Merger Agreement and the Name Change Certificate of Merger so executed and delivered, and the transactions contemplated thereby, are authorized by this resolution, and it is further

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized to execute and deliver any and all other documents as may be required to carry out the resolutions herein, including, but not limited to, certificates, affidavits, application, notices, and any document (including exhibits or schedules) pursuant thereto or to be delivered therewith (collectively, with the Name Change Merger Agreement and the Name Change Certificate of Merger, the “Name Change Merger Related Documents”), such approvals to be conclusively evidenced by the execution, delivery or indication thereof, and it is further;

RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized to take or cause to be taken any and all other action, including, without limitation, the execution, acknowledgement, filing, amendment and delivery of any and all papers, agreements, documents, instruments and certificates, as such officer may deem necessary or advisable to carry out and perform the obligations of the Corporation in connection with the transactions contemplated by the Name Change Merger and the Name Change Merger Related Documents including, but not limited to, any actions required in coordination with any governmental entity, and to otherwise carry out the purposes and intent of the foregoing resolutions; the performance of any such acts and the execution, acknowledgement, filing and delivery by such officer of any such papers, agreements, documents, instruments and certificates shall conclusively evidence their authority therefor, and it is further;

RESOLVED, that that all actions, executions, and delivery of documents instruments and agreements taken by any officer of the Corporation prior to this date relating to the purpose and intent of the foregoing resolution be, and they hereby are, in all respects approved, ratified, confirmed and adopted as the official acts and deeds of the Corporation, and it is further;

RESOLVED, that this unanimous written consent may be executed in one or more counterparts may be delivered to the Corporation by facsimile or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, and it is further;

RESOLVED, that the secretary or any other officer of this Corporation, be, and hereby is, authorized to certify as to the adoption of any or all of the foregoing resolutions.”

Such resolutions have not been modified or rescinded and are in full force and effect on the date hereof.

FOURTH: The Corporation shall be the surviving corporation.

FIFTH: The Certificate of Incorporation of the Corporation as in effect immediately prior to the effective time of the Merger shall be the Certificate of Incorporation of the surviving corporation, except that the text of Article I thereof shall be deleted in its entirety and replaced by substituting the following new Article I:

“The name of the corporation (the “Corporation”) is Evergreen Sustainable Enterprises, Inc.”

SIXTH: The Merger shall become effective at 12:01 am Eastern Time on March 9, 2023.

[Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 7^th day of March, 2023.

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