RESCISSION
AGREEMENT AND MUTUAL RELEASE


 


THIS
RESCISSION AGREEMENT AND MUTUAL RELEASE (“Agreement”) is made and entered into as of October 22, 2021, by and among Arvana
Inc., a Nevada corporation (“Company”), Altaf Nazerali, a Canadian resident individually and on behalf of Valor Invest Ltd.,
International Portfolio Management Inc, 681315 B.C. Ltd., John Baring and Raymond Wicki
(“Sellers”), and Alkiviades David, a British resident (“Buyer”). The Company, Buyer and Seller are sometimes
referred to herein as the “parties” collectively or as a “party” individually.


RECITALS


 


WHEREAS,
the Company, Sellers and Buyer are parties to that certain Confidential Term Sheet, dated May 21, 2021, (“Term Sheet”) pursuant
to which Buyer and Sellers were to cause the Company to enter into an asset purchase agreement (“Asset Purchase”) with an
asset owned or controlled by Buyer.


 


WHEREAS,
to induce Buyer to enter into an Asset Purchase with Company, the Sellers determined to grant irrevocable proxies to Buyer that represented
voting control over more than ninety percent (90%) of the Company’s outstanding shares (“Proxies”), in addition to
which action the Company indicated its intention to appoint two (2) new directors to its board of directors (Mathew Bentley Hoover &
Carl Dawson, hereinafter “Directors”) and to solicit the resignation of two of its then existing directors.


 


WHEREAS,
the parties now desire to unwind and rescind the Term Sheet to disclaim any intention of entering into an Asset Purchase due to, among
other reasons, certain events that have occurred subsequent to the execution of the Term Sheet, including the inability of the parties
to reach agreement on the structure of the anticipated Asset Purchase; and


 


WHEREAS,
to accomplish the unwinding and recission of the Term Sheet, Buyer desires to effectively terminate the Proxies herewith, and to solicit
the resignation of the Directors with immediate effect on the terms and subject to the conditions set forth below.


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


1. RESCISSION
OF TERM SHEET


 


On
the terms and subject to the conditions of this Agreement, the Company, Sellers and Buyer each agree, in consideration of their mutual
covenants and agreement, that the Term Sheet is hereby rescinded in its entirety, and that none of the parties hereto shall have any
further rights or duties thereunder, except for those defined in this Agreement.


 


2. REVOCATION
OF PROXIES AND RESIGNATION OF DIRECTORS


 


Buyer
agrees to revoke the Proxies granted by Sellers and to solicit the Directors to submit their respective resignations to the Company with
immediate effect (specimen resignation form attached hereto).


 


3.
 MUTUAL REPRESENTATIONS AND WARRANTIES; COVENANTS


 


Each
party represents and warrants to the other party that:


3.1
Authorization. All corporate action on the part of the respective parties, nominees, officers, directors and shareholders as necessary
for the authorization, execution and delivery of this Agreement and the performance of all obligations hereunder has been taken. This
Agreement constitutes a valid and legally binding obligation of the parties, enforceable in accordance with its respective terms.


 


3.2
Corporate Organization of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws
of the state of incorporation and has full corporate power and authority to carry on its business as it is now being conducted.


 


3.3
Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the actions provided for
herein will (i) result in a material breach of or constitute a material default or give rise to any right of termination, cancellation
or acceleration under the terms, conditions, or provisions of any agreement or other instrument to which each of the parties is a party,
or (ii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.


 


3.4
Information and Statements. No representation or warranty made by or on behalf of the parties with respect to the Term Sheet or the anticipated
Asset Purchase contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements
so made, in light of the circumstances under which they are made, not misleading.


 


4. MUTUAL
RELEASE


 


4.1
Each party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys
(“Affiliates”) hereby forever and finally releases, relieves, acquits, absolves and discharges the other party and their
Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and
expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or
unsuspected, contingent or fixed, that they may have against the other party and their Affiliates, including without limitation claims
for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment
out of the Term Sheet.


 


4.2
Each party acknowledges that this mutual release does not constitute any admission of liability whatsoever on the part of any of the
undersigned.


 


4.3
Each party represents and warrants that there has been no assignment or transfer of or giving of a security interest in or encumbrance
upon any interest in any claim which he/it or his/its Affiliates may have against any other party. Each of the parties further represents
that such party: (i) has carefully read this Agreement; (ii) knows the contents of this Agreement; (iii) has had the advice of counsel
of such party’s choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of
this Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other party or by any other person or entity,
except for those representations, statements and promises expressly set forth herein.


 


5. THE
EFFECTIVE DATE


 


5.1
This Agreement shall become effective when executed and delivered by all of the parties hereto (“Effective Date”).


6. INDEMNIFICATION


 


Each
party shall defend, indemnify, and hold the other parties harmless from and against any and all losses, damages, liabilities and expenses
(including penalties and attorneys’ fees) which are incurred or suffered by or imposed upon any other party arising out of or relating
to (i) any failure or breach by a party to perform any of his/its covenants, agreements or obligations under this Agreement, or (ii)
any inaccuracy or incompleteness of the representations and warranties of a party contained in this Agreement.


 


7. ENTIRE
AGREEMENT


 


This
Agreement, and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties
hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject
matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of
any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance.
Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.


 


8. SUCCESSORS
AND ASSIGNS


 


This
Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators,
executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon
any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties,
which consent shall not be unreasonably withheld.


 


9. GOVERNING
LAW


 


This
Agreement will be construed and enforced in accordance with and governed by the laws of the State of Utah, without reference to principles
of conflicts of law. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the
State of Utah in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law,
any objection, including any objection based on forum non conveniens, to the bringing of such proceeding in such jurisdictions. Each
party hereby agrees that if another party to this Agreement obtains a judgment against it in such a proceeding, the party which obtained
such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such
judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such
a judgment. Each party to this Agreement irrevocably consents to the service of process in any such proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party at its address set forth herein. Nothing herein shall affect
the right of any party to serve process in any other manner permitted by law.


 


10. COUNTERPARTS


 


This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


11. CONSTRUCTION


 


Headings
contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein
to articles and sections are to the articles, and sections, respectively, of this Agreement. As used herein, the singular includes the
plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates. Any item that is disclosed
in a representation or warranty shall be deemed disclosed for all purposes and for every representation and warranty.


 


12. Severability


 


If
any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be
interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and
this Agreement enforceable.


 


13. SPECIFIC
PERFORMANCE


 


The
parties agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the
terms thereof and that, prior to the termination of this Agreement pursuant to its terms, the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


14. NOTICE


 


All
communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed
to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as
may be furnished by such party by notice in the manner provided herein:


 


If
to Company:


 


Arvana
Inc.


299
South Main Street, 13th Floor


Salt
Lake City


Utah
84111


Attention:
Ruairidh Campbell, Chief Executive Officer


Phone
Number: (801) 232-7395


E-mail:
ruairidhcampbell@msn.com


 


If
to Sellers:


 


Altaf
Nazerali


3001-788
Richards Street


Vancouver


British
Columbia, Canada V6B 0C7


Phone
Number: (360) 223-9911


E-mail:
aly.nazerali@ipm.bc.ca


If
to Buyer:


 


Alkiviades
David


23768
Malibu Road


Malibu


California
90265


Phone
Number: (310) 703-7575


E-mail:
alki@filmon.com


 


15. SURVIVAL.


 


All
representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument, certificate,
opinion or other writing provided for herein, shall survive the Effective Date.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


 


Arvana
Inc.


 


/s/
Ruairidh Campbell


By:
Ruairidh Campbell


Its:
Chief Executive Officer


 


Altaf
Nazerali


 


/s/
Altaf Nazerali


Altaf
Nazerali, individually and on the behalf of Valor Invest Ltd., International Portfolio Management Inc, 681315
B.C. Ltd., John Baring and Raymond Wicki


 


Alkiviades
David


 


/s/
Alkiviades David


Alkiviades
David