NOVUSTERRA INC.
Exhibit 10.1
This
agreement (this “Agreement”) is entered into by and
between Novusterra Inc. (“the Company”) a Florida
corporation and American Resources Corp (“ARC”) a
Florida Corporation doing business in Indiana (each ARC and the
Company, the “Parties” and each, a “Party”)
for the Company to issue ARC 10,000,000 Class B no par value Common
Shares and 5,700,000 Class A no par value Common shares, which
collectively represent 51.14% ownership and 87.57% voting rights of
the Company as of March 19, 2021 in exchange for ARC using the
Company to build a Graphene Manufacturing Operation using certain
technology to which ARC has licensed.
NOW
THEREFORE, in exchange for the Parties entering into the Graphene
Development Agreement dated March 19, 2021, and for good and
valuable consideration, the Parties agree as follows:
1.
Novusterra Inc., is
a Florida corporation in good standing with the Secretary of State
for the State of Florida, The present capitalization of the Company
consist authorized shares of 3,000,000,000 of which (1)
2,400,000,000 shares have been designated as Class A Common Stock,
no par value per share (with one vote for each share) (2)
200,000,000 shares have been designated as Class B Common Stock, no
par value per share (with 10 votes for each share), and (3)
400,000,000 shares of Preferred Stock, no par value per
share.
2.
As of March 19,
2021, the Company has 15,000,000 Class A common stock outstanding,
no Class B and Preferred stock outstanding.
3.
The Company
represent and warrant that there are no lawsuits pending or
threatened and that all tax returns have been filed and taxes and
withholding taxes paid and there are no outstanding claims or
liabilities, contingent or otherwise, including any tax claims and
liabilities except those set forth in the relevant Financial
Statement and those incurred in the normal course of business since
the date of the relevant Financial Statements.
4.
ARC will look to
expand the Board of Directors and Officers of the Company over time
as it builds out the technology and company. Initially Xxxx X.
Xxxxxx and a minimum of one with a right of 2 other nominees will
be appointed by AREC on the board.
5.
On the day the
majority ownership transfers to ARC they will be taking over the
Company with no assets or liabilities in the Company.
6.
The Company
currently has a Regulation A prospectus filed with the SEC and has
gotten 7 comments, Xxxxxx Xxxxxxxxxx the current Chief Executive
and Chief Financial Officer agrees to continue to work as a
financial consultant and CFO of the Company till this Reg A
offering filed with the SEC is qualified and the financing is
closed to secure a full time CFO.
7.
This Agreement
shall be governed by and construed in accordance with the laws of
the State of Florida.
8.
The Company Shares
issued to ARC are not registered and will not be registered in
connection with this Agreement under the Securities Act of 1933, as
amended (the “Securities Act”), or any state’s
securities laws, on the grounds that the transaction in which the
New Company Shares are to be issued qualifies for applicable
exemptions from the securities registration requirements of such
statutes. The exemptions being claimed include, but are not
necessarily limited to, those available under Section 4(a)(2) of
the Securities Act and the reliance by the Company upon the
exemptions from the securities registration requirements of the
federal and state securities laws, is predicated in part on the
representations, understandings and covenants set forth in this
Agreement.
(i) ARC agrees and acknowledges that until such time as the Company Shares are
registered under the Securities Act, each document evidencing the
Company Shares, will bear a restrictive legend in substantially the
following form:
“The
shares evidenced by this certificate have not been registered under
either the Securities Act of 1933, as amended, or the securities
laws of any state. These securities may not be offered for sale,
sold, assigned, pledged, hypothecated, or otherwise transferred: at
any time, absent either (A) registration of the transaction under
the Securities Act of 1933, as amended, and every other applicable
state securities law or (B) the issuer’s receipt of an
acceptable opinion of counsel that registration of the transaction
under those laws is not required.”
9. ARC represent and warrant to
the Company that they are sophisticated investors able to evaluate
the merits, risks, and other factors bearing upon the suitability
of the Securities as an investment and have been afforded adequate
opportunity to evaluate this investment in light of those factors,
his financial condition, and investment knowledge and
experience.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the dates set forth below.
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/s/ Xxxx
Xxxxxx
Xxxx
Xxxxxx
Chief Executive
Officer
00000 Xxxxxxxxx
Xxx
Xxxxx
000
Xxxxxxx, XX
00000
Date: March
31st,
2021
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/s/ I Xxxxxx
Xxxxxxxxxx
I
Xxxxxx Xxxxxxxxxx
Chief Executive
Officer
0000 Xxxxxxx
Xxx
Xx.
000
Xxxxx XX
00000
Date: March
31st,
2021
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