COLLABORATION AGREEMENTCollaboration Agreement • January 14th, 2022 • American Resources Corp • Bituminous coal & lignite mining • Indiana
This COLLABORATION AGREEMENT (this “Agreement”), effective as of January 10, 2022 (the “Effective Date”), is made by and between (i) AMERICAN RARE EARTH LLC, an Indiana limited liability company, with a principal place of business at 12115 Visionary Way, Suite 174, Fishers, IN, 46038 (“ARE”), and (ii) HG VENTURES LLC, a Delaware limited liability company with its principal place of business at 6320 Intech Way, Indianapolis, Indiana 46278 (“HGV”). Each of ARE and HGV are referred to as a “Party” and collectively as the “Parties.”
WARRANT TO PURCHASE MEMBERSHIP INTERESTS OF AMERICAN RARE EARTH LLCAmerican Resources Corp • January 14th, 2022 • Bituminous coal & lignite mining • Indiana
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, HG VENTURES LLC, a Delaware limited liability company, or its assignee (as permitted under Article 4 below) (“Holder”), is hereby entitled to purchase from AMERICAN RARE EARTH LLC, an Indiana limited liability company (the “Company”), up to Fifty Million Dollars ($50,000,000) (the “Purchase Amount”) of the Company’s equity ownership interests (the “Membership Interests”) at a fully-diluted, pre-money valuation of Three Hundred Million Dollars ($300,000,000) (the “Valuation Cap”), which, assuming all $50,000,000 is purchased by Holder, would represent 14.29% of the fully-diluted, post-money equity ownership interests of the Company immediately after Holder’s exercise of this Warrant, all as set forth above and below and as adjusted pursuant to Article 2 hereof, subject to the provisions and upon the terms and conditions set forth herein. This Warrant is issued and effective as
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 14th, 2022 • American Resources Corp • Bituminous coal & lignite mining • Indiana
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made as of the 10th of January, 2022 by and between American Rare Earth LLC, an Indiana limited liability company (the “Company”) and HG Ventures LLC, a Delaware limited liability company (the “Purchaser”).
