AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, and EMPIRE KENTUCKY LAND, INC. Dated as of February 12, 2019 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 14th, 2019 • American Resources Corp • Services-miscellaneous repair services • Kentucky
This Agreement and Plan of Merger (this “Agreement”), dated the 12 day of February, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“American Resources”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation (“Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Appendix A hereof.
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 MERGERShare Exchange Agreement • February 14th, 2019 • American Resources Corp • Services-miscellaneous repair services
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.
