SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2021 • American Resources Corp • Services-miscellaneous repair services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2021, between American Resources Corporation., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
1,000,000 Shares American Resources Corporation Underwriting AgreementUnderwriting Agreement • February 22nd, 2019 • American Resources Corp • Services-miscellaneous repair services • New York
American Resources Corporation, a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;” in the event that only a sole Underwriter is named on Schedule I hereto, then all references to “Underwriters” shall be deemed to mean and refer to such sole Underwriter), for whom Maxim Group LLC (“Maxim”) is acting as the representative (the “Representative”), an aggregate of 1,000,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional shares (the “Optional Shares”) of Common Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 1(b)
EQUITY PURCHASE AGREEMENT BY AND BETWEEN NGFC EQUITIES, INC. AND SOUTHRIDGE PARTNERS II LP Dated March 23, 2016Equity Purchase Agreement • March 29th, 2016 • NGFC Equities, Inc. • Services-miscellaneous repair services • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 23 day of March, 2016 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership ("INVESTOR"), and NGFC EQUITIES, INC., a Florida corporation (the "COMPANY").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2016 • NGFC Equities, Inc. • Services-miscellaneous repair services • New York
This Registration Rights Agreement ("Agreement"), dated March 23, 2016, is made by and between NGFC EQUITIES, INC., a Florida corporation ("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").
WARRANT AGREEMENTWarrant Agreement • August 27th, 2019 • American Resources Corp • Services-miscellaneous repair services • New York
This Warrant Agreement made as of August 20, 2019, is between American Resources Corporation, a Florida corporation, with offices at 9002 Technology Lane, Fishers, Indiana 46038 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT AMERICAN RESOURCES CORPORATIONCommon Stock Purchase Warrant • June 9th, 2021 • American Resources Corp • Services-miscellaneous repair services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June ___, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from American Resources Corporation, a Florida corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
June 7, 2021 Mark Jensen Chief Executive Officer American Resources Corporation 12115 Visionary Way, Suite 174 Fishers, Indiana 46038 Dear Mr. Jensen:American Resources Corp • June 9th, 2021 • Services-miscellaneous repair services • New York
This letter (the “Agreement”) constitutes the agreement between, Kingswood Capital Markets, division of Benchmark Investments, LLC (“Kingswood”, or the “Placement Agent”) and American Resources Corporation, a company incorporated under the laws of the State of Florida (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of equity and/or equity derivatives (the “Securities”) of the Company, par value $0.001 per share (“Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the
AGREEMENT AND PLAN OF MERGER By and Among AMERICAN RESOURCES CORPORATION, ARC ACQUISITION CORP., and EMPIRE KENTUCKY LAND, INC. Dated as of February 20, 2019 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2019 • American Resources Corp • Services-miscellaneous repair services • Kentucky
This Agreement and Plan of Merger (this “Agreement”), dated the 20th day of February, 2019, and made effective as of February 12, 2019, is by and among AMERICAN RESOURCES CORPORATION, a Florida corporation (“Parent”), ARC ACQUISITION CORP., an Indiana corporation (“Merger Sub”), 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.
A Florida Limited Partnership Limited Partnership Agreement March 24, 2015Limited Partnership Agreement • July 12th, 2016 • NGFC Equities, Inc. • Services-miscellaneous repair services • Florida
This Limited Partnership Agreement of NGFC LIMITED PARTNERSHIP, a Florida limited partnership (the “Partnership”), is entered into as of the 24th day of March, 2015 (this “Agreement”) by and between NGFC Equities Inc., a Florida Corporation (the “General Partner”), with an address at 7135 Collins Avenue, Suite 624, Miami Beach, FL 33141 and Andrew Weeraratne, with an address at 7135 Collins Avenue, Suite 624, Miami Beach, FL 33141, as the Initial Limited Partner, and other certain persons and entities who become limited partners in accordance with the terms hereof (the “Limited Partners” which together with the General Partner shall collectively be referred to as the “Partners”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 29th, 2019 • American Resources Corp • Services-miscellaneous repair services • Kentucky
This Asset Purchase Agreement (“Agreement”), dated the 20th day of February, 2019, and made effective as of February 1, 2019 (the “Effective Date”), is by and among EMPIRE COAL HOLDINGS, LLC, a Kentucky limited liability company (the “Seller”), AMERICAN RESOURCES CORPORATION, a Florida corporation (the “Buyer”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation and survivor by merger with ARC Acquisition Corp. (the “Subsidiary”).
Warrants to Purchase 3,600,000 Shares of Common Stock AMERICAN RESOURCES CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2019 • American Resources Corp • Services-miscellaneous repair services • New York
American Resources Corporation, a Florida corporation (the “Company”), proposes, subject to the terms and conditions contained herein (this “Agreement”), to sell to you, Maxim Group LLC (“Maxim” or the “Underwriter”), an aggregate of 3,600,000 shares of the Company’s Class A common stock (the “Common Stock”), par value $0.0001 per share (the “Shares”) and warrants to purchase 3,600,000 shares of Common Stock (the “Warrants,” together with the Shares, the “Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an additional 540,000 shares of Common Stock (the “Option Shares”) and/or Warrants to purchase up to an additional 540,000 shares of Common Stock (the “Option Warrants”) from the Company for the purpose of covering over-allotments, if any, in connection with the sale of the Securities (collectively, the “Option Securities”). The Securities and the Option Securities are collectively referred to herein as the context requires as the “
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2017 • American Resources Corp • Services-miscellaneous repair services • Indiana
GOLDEN PROPERTIES LTD., a British Columbia company with an office at Suite 500 – 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3,
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 13th, 2017 • NGFC Equities, Inc. • Services-miscellaneous repair services • Indiana
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into by and among (i) NGFC Equities Inc., a public company incorporated in the State of Florida, (the “Company” or “NGFF”) that is currently listed on the OTC QB and trading under the stock symbol “NGFF”; (ii) Quest Energy Inc. (“Target Corporation”, or “Quest”), a privately held company incorporated in the State of Indiana; (iii) Mark C. Jensen, an individual residing in the State of Indiana; (iv) Thomas M. Sauve, an individual residing in the State of Indiana (all individuals collectively, the “Quest Shareholders”), and is effective as of the last date of execution set forth below. Quest, the Company and the Quest Shareholders may each be referred to individually herein as a “Party” and collectively as the “Parties.”
PRELIMINARY JOINT VENTURE AGREEMENTPreliminary Joint Venture Agreement • November 27th, 2013 • Natural Gas Fueling & Conversion Inc.
This agreement is between Natural Gas Fueling and Conversion Inc. (NGFC), a Florida corporation and Shenzhen HJ Technology Co. Ltd. (HJT), in Shenzhen, China who is currently in the business of converting petroleum based vehicles to operate on Natural Gas.
ASSET PURCHASE AGREEMENT by and among SYNERGY COAL, LLC AND WYOMING COUNTY COAL LLC November 7, 2018 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 11th, 2018 • American Resources Corp • Services-miscellaneous repair services • Indiana
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 7, 2018, by and among (i) Wyoming County Coal LLC, an Indiana company (the “Buyer”), and (ii) Synergy Coal, LLC, a West Virginia limited liability company (the “Company” or Seller”). The Buyer and the Seller are sometimes each referred to herein individually as a “Party” and collectively as the “Parties.”
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 MERGERAgreement and Plan of Merger • 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 AGREEMENTShare Exchange Agreement • February 25th, 2015 • Natural Gas Fueling & Conversion Inc. • Gas & other services combined • Florida
This SHARE EXCHANGE AGREEMENT (“Agreement”) is entered into by and between Natural Gas Fueling and Conversion, Inc., a Florida corporation (the “Company”), Goran Antic (“Antic”) and ECI-LATAM, Inc., a Florida corporation (“ECIL”), and is effective as of the last date of execution set forth below. Antic, ECIL and the Company may each be referred to individually herein as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2013 • Natural Gas Fueling & Conversion Inc. • Florida
This SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this ___ day of ________________, 2013, by and between Natural Gas Fueling and Conversion Inc., a Florida corporation (“NGFC” or the “Company”), and the undersigned set forth on the signature page hereto (the “Subscriber”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2020 • American Resources Corp • Services-miscellaneous repair services • Indiana
This Securities Purchase Agreement (this “Agreement”) is dated as of the effective date in the signature page (the “Effective Date”), between American Resources Corporation, a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
MANAGEMENT AND BONUS AGREEMENTManagement and Bonus Agreement • February 25th, 2015 • Natural Gas Fueling & Conversion Inc. • Gas & other services combined • Florida
THIS MANAGEMENT AND BONUS AGREEMENT (“Agreement”) is made by and between ECI-LATAM, Inc., a Florida corporation (“Employer” or the “Company”), with its principal place of business located at 7135, Collins Ave. Suite 1234, Florida 33141and Goran Antic (“Employee”), and is effective as of the last date of execution set forth below. Employer and Employee may hereinafter be collectively referred to as the “Parties”.
MANAGEMENT AND BONUS AGREEMENTManagement and Bonus Agreement • May 20th, 2015 • NGFC Equities, Inc. • Gas & other services combined • Florida
THIS MANAGEMENT AND BONUS AGREEMENT (“Agreement”) is made by and between Vanguard Energy, Inc., a California corporation (“VE” “Employer” or the “Company”), with its principal place of business located at 924 Calle Negocio, Ste B, San Clemente, Ca 92673 and Michael Laub (“ML” “Employee”), and is effective as of the last date of execution set forth below. Employer and Employee may hereinafter be collectively referred to as the “Parties”.
AMENDMENT 1 TO WARRANTS “C-1”, “C-2”, “C-3”, AND “C-4”Loan and Security Agreement • June 17th, 2019 • American Resources Corp • Services-miscellaneous repair services
THIS AMENDMENT 1 TO WARRANTS “C-1”, “C-2”, “C-3”, AND “C-4” AND THIS AMENDMENT 3 TO THE LOAN AND SECURITY AGREEMENT (the “Amendment”) made and entered into as of the effective date of June 12, 2019, by and between Golden Properties Ltd., a British Columbia company with an office at Suite 500, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3 (“GP”), and American Resources Corporation, a Florida corporation with offices at 9002 Technology Lane, PO Box 606, Fishers, IN 46038 (“ARC”), also collectively referred to as the “Parties”.
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
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.
ASSET PURCHASE AND SALE AGREEMENT between THOMAS M. SHELTON And WYOMING COUNTY COAL LLC Dated as of November 7, 2018 ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • December 11th, 2018 • American Resources Corp • Services-miscellaneous repair services • Indiana
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of November 7, 2018, by and between THOMAS M. SHELTON, an individual (“Seller”), and WYOMING COUNTY COAL LLC, an Indiana limited liability company (“Buyer”).
Following terms set forth the agreement made between NGFC Equities Inc. (NGFC) and Michael Laub (ML).NGFC Equities, Inc. • May 20th, 2015 • Gas & other services combined
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 16th, 2018 • American Resources Corp • Services-miscellaneous repair services • Florida
The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of AMERICAN RESOURCES CORPORATION, a corporation organized under the laws of the state of Florida (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereby agrees as follows:
SENIOR CONVERTIBLE NOTE DUE __________ __, 2022American Resources Corp • April 8th, 2020 • Services-miscellaneous repair services
THIS SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Convertible Notes of AMERICAN RESOURCES CORPORATION, a Florida corporation and its wholly owned subsidiaries (the “Company”), having its principal place of business at 12115 Visionary Way, Suite 174, Fishers, Indiana 46038, designated as its Senior Convertible Note due ____________ _____, 2022, which twenty-Four (24) months post the Original Issue Date (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
