SHARE EXCHANGE AGREEMENT TO REPLACE THE PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. ORIGINALLY Dated as of February 12, 2019 SHARE EXCHANGE AGREEMENT TO REPLACE THE PLAN OF MERGER
Exhibit 10.19
REPLACE THE PLAN OF MERGER
By and Among
AMERICAN RESOURCES CORPORATION,
and
EMPIRE KENTUCKY LAND, INC.
ORIGINALLY Dated as of February 12, 2019
REPLACE THE PLAN OF MERGER
AMERICAN RESOURCES
CORPORATION, a Florida
corporation (“American Resources”), and
EMPIRE KENTUCKY
LAND, INC., a Kentucky
corporation (“Company”) entered into an Agreement and
Plan of Merger (this “Agreement”), dated the 12 day of
February, 2019. The intent of this agreement was a share transfer
agreement and not a merger between the two entities. The parties
will be entering into a formal share exchange agreement between
American Resources Corporation and the Company with substantially
the same protections, terms and conditions as the previously
entered into Merger Agreement except for the fact that it will not
be defined as a merger requiring stockholder approval and instead
will structured as a share exchange. Such Share Exchange Agreement
will be executed not later than Monday February 18, 2019 and will
be consummated not later than Wednesday February 20, 2019 business
days and will supersede the previously entered Plan of
Merger.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above by their respective
officers thereunto duly authorized.
EMPIRE KENTUCKY LAND, INC.
By:
/s/ Xxxx X. XxXxxxxx
Xxxx
X. XxXxxxxx, President
(the
“Company”)
AMERICAN RESOURCES CORPORATION
By:
/s/ Xxxx X. Xxxxxx
Xxxx
X. Xxxxxx, Chief Executive Officer
(“American
Resources”)
