Branding Agreement between the Company and Spire Holdings, LLC, effective as of February 28, 2020

(the “”), with an effective date of February 28, 2020 (the “”), is entered into by and between Good Hemp, Inc. (the “”) and Spire Holdings, LLC (“”). Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the Parties hereto agree as follows:

 

1. . Spire shall provide the Company rights to the following, on a best effort’s basis subject to NASCAR and network television approval (the “Approval”):

 

The Company understands that hemp brands have not been accepted to date by NASCAR and agrees that the Sponsorship outlined in Section 1(a) and 1(b) is subject to Approval. The Company further agrees that Compensation defined in Section 2 is not subject to Approval and Spire will not be held responsible if the Good Hemp brand is not accepted for Approval. In the event Approval is not obtained, Spire will continue a best efforts basis, to periodically seek Approval with NASCAR to fulfill the Sponsorship outlined in Section 1(a) and 1(b).

3. . If the Company files a registration statement with the United States Securities and Exchange Commission (the “”) registering shares of common stock held by its shareholders for resale (“”), the Resale Registration shall register a number of Spire shares equal to the following: the total number of outstanding shares registered for resale multiplied by (a) the number of shares held by Spire divided by (b) the number of outstanding shares of the Company, rounded up to the nearest share. As an example for clarity, if 6,000,000 shares were held by Spire, 7,500,000 shares were held by William Alessi, 7,500,000 shares were held by Chris Chumas, a total of 22,500,000 shares of Company stock were outstanding, and the Company filed a registration statement with the SEC registering 9,000,000 shares for sale by the Company, and 1,000,000 shares for resale by the Company’s existing shareholders, 266,667 of the 1,000,000 shares registered for resale would be registered for Spire.

4. . For six months following the termination of all of the sponsorship rights provided to the Company hereunder, Spire shall not offer sponsorship rights to any other business engaged in the production or distribution of hemp or cannabis products unless mutually agreed to in writing by both Parties.

5. . The Company hereby grants Spire a limited non-exclusive, license to use the Company’s branding in connection with the sponsorship rights granted to the Company hereunder. All rights, title and interest to any and all inventions, discoveries, data, biological materials or software arising from any work or research conducted under this Agreement, whether or not patentable, shall belong to the Company, and Spire hereby covenants and agrees to fully cooperate in the execution of any documents (whether an assignment of intellectual property to the Company or otherwise) which may be at any time requested by Company.

6. . Each Party hereby indemnifies and agrees to defend and hold harmless the other from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, including court costs and reasonable attorneys' fees, arising out of any breach of this Agreement or the representations and warranties made by the Parties. The Parties' obligations under this Paragraph 6 hereof shall survive the termination, for any reason, of this Agreement.

 

7. . The Parties understand and agree that any and all shares being issued to Spire hereunder are being issued solely in consideration of the sponsorship rights being provided to Spire to the Company hereunder, and that Spire’s relationship with the Company does not involve the promotion or marketing of the Company’s securities (including its common stock), nor does it involve raising money for the Company.

8. . Should either Party hereto, or any heir, personal representative, successor or assign of either Party hereto, resort to litigation to enforce this Agreement, the Party or Parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation from the Party or Parties against whom enforcement was sought, subject to the provisions of Paragraph 20.

9. . This Agreement contains the entire understanding and agreement between the Parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.

10. . This Agreement may be amended only by a writing signed by Spire and by a representative of the Company duly authorized.

11. . If any provision of this Agreement, as applied to either Party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same shall be deemed stricken from this Agreement and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement. In the event any such provision (the “ ”) is so adjudged void or unenforceable, Spire and the Company shall take the following actions in the following order: (i) seek judicial reformation of the Applicable Provision; (ii) negotiate in good faith with each other to replace the Applicable Provision with a lawful provision; and (iii) have an arbitration as provided in Paragraph 20 hereof determine a lawful replacement provision for the Applicable Provision; provided, however, that no such action pursuant to either of clauses (i) or (iii) above shall increase in any respect Spire’s obligations pursuant to the Applicable Provision.

12. . The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either Party hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

13. . No failure or neglect of either Party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either Party hereto must be contained in a written instrument signed by the Party to be charged and, in the case of the Company, by an executive officer of the Company or other person duly authorized by the Company.

14. . In the event this Agreement is terminated for any reason prior to its expiration, Spire shall not be required to mitigate damages hereunder, nor shall the Company be entitled to offset from any sums owing to Spire under the terms of this Agreement.

15. . The Parties intend to be bound only upon execution of this Agreement and no negotiation, exchange or draft or partial performance shall be deemed to imply an agreement. Neither the continuation of the provision of sponsorship rights by Spire nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of this Agreement.

16. . The parties executing this Agreement on behalf of the Company and Spire have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by each of the Parties to this Agreement. This Agreement has been duly and validly executed and delivered by the Company and Spire and constitutes the valid and binding obligations of the Company and Spire, enforceable in accordance with the respective terms. Upon complete execution of this Agreement, this Agreement, will constitute the valid and binding obligations of each of the Parties, and will be enforceable in accordance with its terms.

(a) For purposes of this Agreement, “” subject to the provisions of Paragraph 17(b) means: (a) all work product; and (b) all trade secrets or other confidential or proprietary information owned, developed or possessed by the Company or any of its affiliates, whether in tangible or intangible form, pertaining to the business of the Company or any of its affiliates, including, without limitation, research and development operations, systems, databases, computer programs and software, designs, models, operating procedures, knowledge of the organization, products (including process, costs, sales or content), processes, techniques, machinery, contracts, financial information or prospective customers, identities or individual contacts of business entities which are customers or prospective customers, preferences, business or habits and business relationships, whether developed prior to the date of this Agreement or hereafter, and made known to Spire, whether or not developed, devised or otherwise created in whole or in part by Spire's efforts, by reason of Spire's agreement with the Company.

(b) Notwithstanding Paragraph 17(a), Protected Information will not include information which: (a) at or prior to the time of disclosure by the Company to Spire was already known to Spire (as evidenced in writing), except to the extent unlawfully appropriated; (b) at or after the time of disclosure by the Company to Spire becomes generally available to the public other than through any act or omission on Spire's part; or (c) Spire receives from a third party free to make such disclosure without breach of any legal obligation.

(i) For two years following the Effective Date, Spire agrees that it will maintain the Protected Information in strict confidence and shall use the Protected Information only for the purposes set forth in this Agreement.

(ii) For two years following the Effective Date, Spire agrees that it will not: (i) use or disclose any Protected Information in contravention of the Company's policies or procedures made known to Spire; (ii) use or disclose any Protected Information in contravention of any lawful instruction or directive, either written or oral, of any Company employee; (iii) use or disclose any Protected Information in contravention of any duty existing under law or contract; (iv) use or disclose any Protected Information knowingly to the detriment of the Company; (v) use or disclose any Protected Information to any third party without the express written consent of the Company; (vi) use or disclose any Protected Information for a purpose other than for which Spire is authorized under this Agreement; or (vii) otherwise take any action inconsistent with the Company's measures to protect its interests in the Protected Information, or any action which would constitute or facilitate the unauthorized use or disclosure of Protected Information.

(d) Promptly upon the termination of the sponsorship rights under this Agreement, or any time at the request of the Company, Spire will deliver to the Company all property or materials within Spire's possession or control which belong to the Company or its affiliates or which contain or are based upon Protected Information (including notes, presentations, reports, charts, spreadsheets and other documents which contain or reflect Protected Information).

(e) If Spire is required to disclose any Protected Information pursuant to any applicable statute, regulation, order, subpoena or document discovery request, Spire may do so, provided that prior written notice of such disclosure is furnished to the Company as soon as practicable in order to afford the Company an opportunity to seek a protective order.

18. . Subject to the other provisions of this Agreement, the rights and obligations of the Company under this Agreement shall be binding on and inure to the benefit of the Company, its successors and permitted assigns. The rights and obligations of Spire under this Agreement shall be binding on and inure to the benefit of the heirs and legal representatives of Spire.

19. . Spire and the Company agree to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

20. . Spire may not assign this Agreement without the Company's prior written consent. This Agreement may be assigned by the Company in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, and in other instances with Spire's consent which consent shall not be unreasonably withheld or delayed. Shares issuable to Spire under this Agreement shall be assignable at the discretion of Spire.

21. : Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission to such address or facsimile telephone number as the Party shall have furnished in writing to the other Party.

22. . This Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of North Carolina applicable to contracts entered into and performed entirely therein.

23. . A facsimile copy of this Agreement signed by any and/or all Parties shall have the same binding and legal effect as an original of the same.

24. . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument. Regardless of whether this Agreement is executed in one or more counterparts, each such counterpart may be executed by actual or facsimile signature(s).