WARRANT AGREEMENT between AMERICAN ACQUISITION OPPORTUNITY INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 17, 2021, is by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 17, 2021 by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
10,000,000 Units American Acquisition Opportunity Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2021, is made and entered into by and among American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), American Opportunity Ventures LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 15th, 2021 • American Acquisition Opportunity Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2021, by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
American Acquisition Opportunity Inc. 12115 Visionary Way Fishers, Indiana 46038 Re: Initial Public Offering Gentlemen:Underwriting Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among American Acquisition Opportunity Inc., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 17, 2021, by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 17, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and American Opportunity Ventures LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2021, is made and entered into by and among American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), American Opportunity Ventures LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • March 28th, 2022 • American Acquisition Opportunity Inc. • Blank checks • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of March 25, 2022, by and between American Acquisition Opportunity Inc., a Delaware corporation (“AMAO”), American Opportunity Ventures LLC, a Delaware limited liability company (the “Sponsor”), and Great Point Capital (“Investor”). Each of AMAO and the Investor is individually referred to herein as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2022 • American Acquisition Opportunity Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of this [*] day of [*], 2022, is made and entered into by and among, (i) Royalty Management Corporation, a Delaware corporation formerly known as American Acquisition Opportunity Inc. (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iii) the equity holders of Royalty Management Operating Corporation, an Indiana corporation formerly known as Royalty Management Corporation, designated as RMC Legacy Equityholders on Schedule A hereto (the “RMC Legacy Equityholders” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (a
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 5th, 2022 • American Acquisition Opportunity Inc. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT, dated as of June 28, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), Royalty Management Corporation, an Indiana corporation (the “Company”), and American Acquisition Opportunity Inc., a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March ___, 2021 by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • November 6th, 2023 • Royalty Management Holding Corp • Patent owners & lessors • Delaware
THIS INDEMNITY AGREEMENT (“Agreement”) is made as of [●], 2023 by and between Royalty Management Holding Corporation, a Delaware corporation (the “Company”), and [___________________] (“Indemnitee”).
AMERICAN ACQUISITION OPPORTUNITY INC. 12115 Visionary Way Fishers, IndianaOffice Space and Services Agreement • March 23rd, 2021 • American Acquisition Opportunity Inc. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of American Acquisition Opportunity Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), American Resources Corporation (“ARC”) shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 12115 Visionary Way, Fishers, Indiana (or any successor location). In exchange therefore, the Company shall pay ARC a sum equal to $10,000 per month, commencing on the Effective Dat
AGREEMENT AND PLAN OF MERGER by and among AMERICAN ACQUISITION OPPORTUNITY INC. ROYALTY MERGER SUB, INC. and ROYALTY MANAGEMENT CORPORATION Dated as of June 28, 2022Merger Agreement • July 5th, 2022 • American Acquisition Opportunity Inc. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2022 (this “Agreement”), by and among American Acquisition Opportunity Inc., a Delaware corporation (“AAO”), Royalty Merger Sub, Inc., an Indiana corporation (“Merger Sub”), and Royalty Management Corporation, an Indiana corporation (the “Company”). AAO, Merger Sub, and the Company are sometimes referred to individually herein as a “Party” and, collectively, the “Parties”.
ContractEmployment Agreement • October 19th, 2023 • American Acquisition Opportunity Inc. • Patent owners & lessors • Indiana
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1 day of January 2022, by and between Royalty Management Corporation, an Indiana corporation with a mailing address of PO Box 264, Fishers Indiana 46038 (the “Company”), and Thomas M. Sauve, an individual residing at 16459 E. 186th Street, Noblesville Indiana 46060 (the “Executive”).
TRUST AMENDMENT March 21, 2022Investment Management Trust Agreement • March 28th, 2022 • American Acquisition Opportunity Inc. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of March 21, 2022, by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 17, 2021, by and between the parties hereto (the “Trust Agreement”).
American Acquisition Opportunity Inc. 12115 Visionary Way Fishers, Indiana 46038Securities Subscription Agreement • March 15th, 2021 • American Acquisition Opportunity Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on ________, 2021 by and between American Opportunity Ventures LLC, a Delaware limited liability company (the “Subscriber” or “you”), and American Acquisition Opportunity Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER by and among AMERICAN ACQUISITION OPPORTUNITY INC. ROYALTY MERGER SUB, INC. and ROYALTY MANAGEMENT CORPORATIONAgreement and Plan of Merger • May 1st, 2023 • American Acquisition Opportunity Inc. • Patent owners & lessors
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (“Amendment No. 2”), dated as of April 25, 2023, by and among American Acquisition Opportunity Inc., a Delaware corporation (“AAO”), Royalty Merger Sub, Inc., an Indiana corporation (“Merger Sub”), and Royalty Management Corporation, an Indiana corporation (the “Company”). AAO, Merger Sub and the Company are sometimes referred to individually herein as a “Party” and, collectively, the “Parties.”
American Acquisition Opportunity Inc. 12115 Visionary Way Fishers, Indiana 46038 Re: Initial Public Offering Gentlemen:Underwriting Agreement • March 15th, 2021 • American Acquisition Opportunity Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among American Acquisition Opportunity Inc., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • July 5th, 2022 • American Acquisition Opportunity Inc. • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of June 28, 2022 (this “Support Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder” and collectively, the “Shareholders”), Royalty Management Corporation, an Indiana corporation (the “Company), and American Acquisition Opportunity Inc., a Delaware corporation (“AAO”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMERICAN ACQUISITION OPPORTUNITY INC. 12115 Visionary Way Fishers, IndianaOffice Space and Services Agreement • March 15th, 2021 • American Acquisition Opportunity Inc. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of American Acquisition Opportunity Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination (a “Business Combination”) or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), American Resources Corporation (“ARC”) shall make available to the Company certain office space, utilities, and secretarial, administrative and consulting services as may be required by the Company from time to time, situated at 12115 Visionary Way, Fishers, Indiana (or any successor location). In exchange therefore, the Company shall pay ARC a sum equal to $10,000 per month, commencing on the Effective Dat
