New America Energy Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 16th, 2012 • New America Energy Corp. • Industrial organic chemicals • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of March 28, 2012 by and between New America Energy Corp., a Nevada corporation (the "Company"), and Fairhills Capital Offshore Ltd, a Cayman Islands exempted company, with its principal office at 245 Main Street, Suite 302, White Plains, NY 10601 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • August 13th, 2012 • New America Energy Corp. • Industrial organic chemicals • Delaware

This INVESTMENT AGREEMENT (the "AGREEMENT"), dated as of March 28, 2012 by and between New America Energy Corp., a Nevada corporation (the "Company"), and Fairhills Capital Offshore Ltd, a Cayman Islands exempted company (the "Investor"), with its principal executive officers at 245 Main Street, Suite 302, White Plains, NY 10601.

CONSULTING AGREEMENT
Consulting Agreement • January 19th, 2011 • New America Energy Corp. • Industrial organic chemicals • Alberta

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

NEW AMERICA ENERGY CORP. SUBSCRIPTION AGREEMENT REGULATION A SHARES
Subscription Agreement • February 8th, 2021 • New America Energy Corp. • Industrial organic chemicals • Florida

THIS SUBSCRIPTION AGREEMENT made as of the _____ day of __________________, 20___ between NEW AMERICA ENERGY CORP., a corporation organized under the laws of the State of Florida, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”).

FINANCING AGREEMENT
Financing Agreement • August 16th, 2012 • New America Energy Corp. • Industrial organic chemicals
OPTION AGREEMENT
Option Agreement • February 4th, 2011 • New America Energy Corp. • Industrial organic chemicals • Nevada

GeoXplor, in consideration of the agreements set forth herein, has granted certain rights to NECA under the following terms and conditions:

EXTENSION AGREEMENT
Agreement • August 4th, 2011 • New America Energy Corp. • Industrial organic chemicals • Nevada

GEOXPLOR CORP., a corporation incorporated under the laws of Nevada and having an office at 3655 West Anthem Way, Anthem, Arizona, 85086

AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG New America Energy Corp., Title King, LLC and the Sole Unitholder of Title King, LLC .
Membership Interest Purchase Agreement • February 8th, 2021 • New America Energy Corp. • Industrial organic chemicals • Georgia

THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is dated as of January 22, 2014, by and among New America Energy Corp. , a Nevada corporation located at 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (“NECA”) and Jeffrey Canouse, the sole member (the “Unitholder”) of Title King, LLC, a Georgia limited liability company (the “Company”). The Company and the Unitholder are hereinafter, jointly and severally, referred to as the “Seller” or “Sellers” as the context may require.

Contract
New America Energy Corp. • August 16th, 2012 • Industrial organic chemicals • Delaware

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

AMENDED PURCHASE AGREEMENT
Amended Purchase Agreement • August 16th, 2012 • New America Energy Corp. • Industrial organic chemicals • Nevada

Whereas, GeoXplor and NECA entered into a Purchase Agreement for certain unpatented mining claims situated in Clayton Valley, Nye County, Nevada (the “Original Claims”) on May 31, 2011 (“The Original Agreement”);

PURCHASE AGREEMENT
Purchase Agreement • June 7th, 2011 • New America Energy Corp. • Industrial organic chemicals • Nevada

GeoXplor, in consideration of the agreements set forth herein, has granted certain rights to NECA under the following terms and conditions:

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
Investment Agreement • July 25th, 2012 • New America Energy Corp. • Industrial organic chemicals

This AMENDMENT NO.1 TO INVESTMENT AGREEMENT (this “Amendment”) dated as of May 1, 2012 (the “Effective Date”) is entered into by and among New America Energy Corp., a Nevada corporation with its principal executive office at 3651 Lindell Rd., Ste D#138, Las Vegas, Nevada 89103 (the "Company"), and Fairhills Capital Offshore Ltd, a Cayman Islands exempted company (the "Investor"), with its principal executive officers at 245 Main Street, Suite 302, White Plains, NY 10601.

SHARE CANCELLATION/RETURN TO TREASURY AGREEMENT
Share Cancellation • January 19th, 2011 • New America Energy Corp. • Industrial organic chemicals • Nevada

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants contained herein (the sufficiency whereof is hereby acknowledged by the parties hereto), the parties hereby agree to and with each other as follows:

AGREEMENT
Agreement • February 4th, 2011 • New America Energy Corp. • Industrial organic chemicals • Nevada

GEOXPLOR CORP., a corporation incorporated under the laws of Nevada and having an office at 3655 West Anthem Way, Anthem, Arizona, 85086

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 27th, 2021 • New America Energy Corp. • Industrial organic chemicals • Florida

This SHARE EXCHANGE AGREEMENT (the “Agreement”), is made and entered into as of July 20th, 2021, by and among New America Energy Corp., a Florida corporation (the “Company”), Third Bench Holdings, LLC, a New Mexico limited liability company (the “Holdings”), and the Members of Holdings identified on Exhibit A attached hereto (each a “Member” and collectively, the “Members”).Capitalized terms used in this Agreement are defined in Annex A attached hereto.

AMENDMENT NO. 2 TO INVESTMENT AGREEMENT
Investment Agreement • July 25th, 2012 • New America Energy Corp. • Industrial organic chemicals

This AMENDMENT NO.2 TO INVESTMENT AGREEMENT (this “Amendment”) dated as of July 5, 2012 (the “Effective Date”) is entered into by and among New America Energy Corp., a Nevada corporation with its principal executive office at 3651 Lindell Rd., Ste D#138, Las Vegas, Nevada 89103 (the "Company"), and Fairhills Capital Offshore Ltd, a Cayman Islands exempted company (the "Investor"), with its principal executive officers at 245 Main Street, Suite 302, White Plains, NY 10601.

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • December 27th, 2021 • New America Energy Corp. • Industrial organic chemicals • Florida

THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is made as of the 20th day of July, 2021, by and between, New America Energy Corp., a Florida corporation (the “Company”), and such persons listed on Schedule I who have executed a signature page to this Agreement (each, a “Debt Holder”).

CONTROL BLOCK SHARE TRANSFER AGREEMENT
Control Block Share Transfer Agreement • December 27th, 2021 • New America Energy Corp. • Industrial organic chemicals • Florida

THIS CONTROL BLOCK SHARE TRANSFER AGREEMENT (“Agreement”) is made effective as of this 20th day of July, 2021 by and between NEW AMERICA ENERGY CORP., a Florida corporation with an address at 240 Vaughan Drive, Suite 200, Alpharetta, GA 30009 (“NECA”) and Jeffrey Canouse, the Control Block Holder of NECA (“Control Block Holder”)

CONSULTING AGREEMENT
Consulting Agreement • December 27th, 2021 • New America Energy Corp. • Industrial organic chemicals • New York

This Consulting Agreement (“Agreement”) is made and entered into as of this 20th day of October 2021, by and between New America Energy Corp. (the “Company”); and Jeffrey M. Canouse, former Officer and Director of the Company (the “Consultant”).

Employment Agreement
Employment Agreement • February 8th, 2021 • New America Energy Corp. • Industrial organic chemicals • Georgia

EMPLOYMENT AGREEMENT, entered into and effective as of June 1, 2016 between New America Energy Corp. ("Company"), and Jeffrey M. Canouse ("Employee") of Alpharetta, GA.

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