Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT



 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of March 17, 2021 by and between American Acquisition Opportunity Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statements on Form S-1,
File No. 333-252751 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half
of one redeemable warrant, each warrant entitling the holder thereof to purchase one share of common stock (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof
by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting Agreement
(the “Underwriting Agreement”) with Kingswood Capital Markets, division of Benchmark Investments Inc.
(“Kingswood”) as a representative (the “Representative”) of the several underwriters
(the “Underwriters”) named within; and


 


WHEREAS, as described in the Prospectus, $101,000,000 of the
gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $116,150,000
if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held
in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to that certain Business Combination Marketing
Agreement, by and between the Company and the Representative, a portion of the Property equal to $3,500,000, or $4,025,000 if the
Underwriters’ over-allotment option is exercised in full, is attributable to certain fees for the Representative’s
marketing and advisory services in connection with the Business Combination (as defined below) that will be payable by the Company
to the Underwriters Representative upon and concurrently with the consummation of the Business Combination (as defined below) (the
“M&A Fee”); and


 


WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries in
accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at JP Morgan Chase
Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States,
maintained by the Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction of
the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
credits or other consideration;


 






     


     


    

 


(d) Collect and receive, when due, all interest or other
income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Representative
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may
be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of
the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only after
and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Secretary or Chairman of the board of
directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of
Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in
the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 12
months after the closing of the Offering and (ii) such later date as may be approved by the Company’s stockholders in
accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously
released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses) shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should
be no reduction in the principal amount per share initially deposited in the Trust Account;


 


(j) Upon written request from the Company, which may be
given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust
Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share
initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written
request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware
for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request (it being acknowledged and agreed that any such
amount in excess of interest income earned on the Property shall not be payable from the Trust Account);


 


(k) Upon written request from the Company, which may be
given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute
to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem shares of Common
Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation (a) to modify the substance or timing of the ability of Public Stockholders
to seek redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of its shares
of Common Stock included in the Units sold in the Offering (the “public shares”) if the Company has not
consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions from the
Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 






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2. Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chairman of the Board, Chief Executive Officer, President or Secretary. In addition, except with
respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold the Trustee
harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or
other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises
out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after
the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such
claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld or delayed. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A
hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject
to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees
unless and until the consummation of the Business Combination (as defined below). The Company shall pay the Trustee the initial
acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may
be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to
the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders
regarding such Business Combination;


 


(e) Provide the Representative with a copy of any Termination
Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust
Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company and the
Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the M&A Fee is paid directly to the account or accounts directed
by the Representative prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those distributions
that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted
under this Agreement; and


 


(h) Within four (4) business days after the Underwriters
exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee
with a notice in writing of the total amount of the M&A Fee.


 






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3. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b) Take any action with respect to the Property, other
than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any
principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s reasonable
best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


 


(g) Verify the accuracy of the information contained in
the Registration Statement;


 


(h) Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect to the Trust
Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the
taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports, income or other
tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that
a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in
the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 






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(b) At such time that the Trustee has completed the liquidation
of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the
Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons.
Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to
such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely
upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or
facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended
or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) This Agreement or any provision hereof may only be
changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders, it being the
specific intention of the parties hereto that each of the Company’s stockholders is, and shall be, a third party beneficiary
of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other
parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means
receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware
General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%)
or more of all then outstanding shares of the Common Stock of the Company, par value $0.0001 per share, have voted in favor of
such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date who hold
sixty-five percent (65%) or more of all then outstanding shares of the Common Stock of the Company, par value $0.0001 per share
have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will affect
any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder
vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common
Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s
amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced
above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e) The parties hereto consent to the jurisdiction and
venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY.


 






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(f) Any notice, consent or request to be given in connection
with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


	Email:	fwolf@continentalstock.com 
	 	cgonzalez@continentalstock.com 



 


if to the Company, to:


 


American Acquisition Opportunity Inc.


12115 Visionary Way


Fishers, Indiana 46038


Attn.: Mark Jensen


Email:


 


in each case, with copies to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, New York 10154


Attn.: Mitchell S. Nussbaum, Esq.


Fax No.: (212) 407-4000


 


and


 


Lucosky Brookman LLP


101 Wood Avenue South; 5th Floor


Woodbridge, New Jersey 08830


Attn.: Mitchell S. Nussbaum


Email:


Fax No.:


 


(g) Each of the Company and the Trustee hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the joint product of the Trustee
and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 


(j) Each of the Company and the Trustee hereby acknowledges
and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.


 


(k) Except as specified herein, no party to this Agreement
may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company,

as Trustee
	 	 
	 	By:	 
	 	 	Name:  	Francis Wolf
	 	 	Title:	Vice President
	 	 	 	 
	 	American Acquisition Opportunity Inc.
	 	 
	 	By:	 
	 	 	Name: 	Mark C. Jensen
	 	 	Title:	Chief Executive Officer



 


[Investment Management Trust Agreement
Signature Page]


 




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SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 




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EXHIBIT A 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between American Acquisition Opportunity Inc. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the
Business Combination (or such shorter time period as you may agree) (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer the proceeds into
a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date (including as directed to it by the Representative (with respect to the M&A Fee)). It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at JP Morgan Chase Bank, N.A., awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for the Company shall
deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with
your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the
Company shall deliver to you (a) a certificate by the Chief Executive Officer or President of the Company, which verifies
that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a
joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust
Account, including payment of the amounts owed to public stockholders who have properly exercised their redemption rights and the
M&A Fee to the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not consummated
on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


[Signature Page Follows]


 






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 	 	Very truly yours,
	 	 
	 	American Acquisition Opportunity Inc.
	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:





 


	ACKNOWLEDGED AND AGREED TO BY:	 
	 	 	 
	Kingswood Capital Markets	 
	 	 	 
	By:	 	 
	 	Name: 	                   	 
	 	Title:	 	 



 


[Trust Account Termination Letter Signature
Page]


 




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EXHIBIT B 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between American Acquisition Opportunity Inc. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time
frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Prospectus
relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all of the assets in the Trust Account on                 ,
2022    and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries
to await distribution to the Public Stockholders. The Company has selected March 22. 2022 as the record date for the purpose
of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be
the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated certificate of incorporation
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	American Acquisition Opportunity Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	Kingswood Capital Markets 


 




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EXHIBIT C 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between American Acquisition Opportunity Inc. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $                
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations
as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION] 


 


	 	Very truly yours,
	 	 
	 	American Acquisition Opportunity Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	Kingswood Capital Markets 


 




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EXHIBIT D 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between American Acquisition Opportunity Inc. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $                
of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf
of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Stockholders
who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to
approve an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or
timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation
or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. As
such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter
into a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	American Acquisition Opportunity Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	Kingswood Capital Markets


 


 


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