Exhibit 10.1 


 


March 17, 2021


 


American Acquisition Opportunity Inc.


12115 Visionary Way


Fishers, Indiana 46038


 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among American Acquisition Opportunity Inc., a Delaware corporation (the “Company”)
and Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”) as representative
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the
Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public
Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) and the Units have been
approved to be listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, American Opportunity Ventures LLC (the “Sponsor”) and
each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team
and Kingswood, solely in their capacity as a security holder of the Company, (each, an “Insider” and
collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees that if the Company seeks
stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or
she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not
redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages
in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to
sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


2. The Sponsor and each Insider hereby agrees that in the
event that the Company fails to consummate a Business Combination within 12 months from the closing of the Public Offering,
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public
Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (which interest shall be net of taxes payable, and less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will
completely extinguish all Public Stockholders’ rights as stockholders of the Company (including the right to receive
further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to
provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree not to propose
any amendment to the Company’s amended and restated certificate of incorporation (the
“Charter”) that would modify (i) the substance or timing of the Company’s obligation to
redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 12 months from the closing
of the Public Offering or (ii) the other provisions relating to stockholders’ rights or pre-initial business
combination activities, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of amounts released for payment of taxes)
divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights
with respect to shares of Capital Stock owned by it in connection with a stockholder vote to approve an amendment to the
Company’s Charter (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the
Offering Shares if the Company does not complete a Business Combination within 12 months from the closing of the Public
Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity.


 






     


     


    

 


The Sponsor and each Insider acknowledges that it, he or she
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company
as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he
or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available
in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within 12 months from the date of the closing of the Public Offering).


 


3. During the period commencing on the effective date of the
Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent
of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with
respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect
any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior
to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company
shall announce the impending release or waiver by press release through a major news service at least two business days before
the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the
publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected
solely to permit a transfer of securities that is not for consideration and (ii) the transferee has agreed in writing to be
bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect
at the time of the transfer.


 


4. In the event of the liquidation of the Trust Account, the
Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor) agrees
to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any
claim by (i) any third party (other than the Company’s independent accountants) for services rendered or products sold
to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement for a Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such
lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions
in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account which
may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all
rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed
waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability
for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.


 






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5. To the extent that the Underwriters do not exercise their
over-allotment option to purchase up to an additional 1,500,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 375,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that
the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after
the Public Offering (excluding the 100,000 representative shares).


 


6. The Sponsor and each Insider hereby agrees and acknowledges
that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider
of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary damages
may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in
addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider agrees that it, he or she
shall not Transfer any Founder Shares until the earlier of (A) one year after the completion of the Company’s initial
Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price
of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the
Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up
Period”).


 


(b) The Sponsor and each Insider agrees that it, he or she shall
not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise of the Private Placement
Warrants) until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs 7(a) and
(b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise
of the Private Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied
with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members
of any of the Company’s officers or directors, any affiliates of the Sponsor, any members of the Sponsor, or any of their
affiliates, officers, directors, direct and indirect equityholders; (b) in the case of an individual, by gift to a member
of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate
family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue
of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to
a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business
Combination at prices no greater than the price at which the shares were originally purchased; (f) in case of an entity, as
a distribution to its partners, shareholders, officers or members upon its liquidation; and (g) by virtue of the laws of the
State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however,
that in the case of clauses (a) through (g), these permitted transferees must enter into a written agreement agreeing to be
bound by the restrictions herein.


 


8. The Sponsor and each Insider represents and warrants that
it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does
not omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he
or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.


 






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9. Except as disclosed in the Prospectus, neither the Sponsor
nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from
the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds
held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an
aggregate of $800,000 made to the Company by the Sponsor; payment to American Resources Corp. for a total of $10,000 per month;
reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination;
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or
any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination,
provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital
held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account
are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at
the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability
and exercise period.


 


10. The Sponsor and each Insider has full right and power, without
violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a
director of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.


 


11. As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares
of the Company’s common stock, par value $0.0001 per share, held by the Sponsor (up to an aggregate of 375,000 shares of
which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the
Underwriters); (iv) “Initial Stockholders” shall mean the Sponsor and any other holder of Founder
Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall mean the
warrants to purchase up to an aggregate of 3,800,000 shares of Common Stock of the Company (or 4,100,000 shares of Common Stock
if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $3,800,000
in the aggregate (or $4,100,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall
be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell,
contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the
Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect
any transaction specified in clause (a) or (b).


 


12. This Letter Agreement constitutes the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than
to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 






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13. No party hereto may assign either this Letter Agreement
or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall be construed to confer
upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this
Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be executed in any number of original
or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


17. This Letter 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. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in
the courts of the New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


18. Any notice, consent or request to be given in connection
with any of the terms or provisions of this Letter 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 facsimile transmission.


 




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	 	Sincerely,
	 	 
	 	AMERICAN ACQUISITION OPPORTUNITY INC.
	 	 	 
	 	By:	

	 	 	Name:	 Mark Jensen
	 	 	Title: 	Chief Executive Officer
	 	 
	 	AMERICAN OPPORTUNITY VENTURES LLC
	 	 	 
	 	By:	

	 	 	Name:	 
	 	 	Title: 	Manager
	 	 
	 	KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC.
	 	 	 
	 	By:	

	 	 	Name:
	 	 	Title:  
	 	 	 
	 	 	
         

	 	 	Mark C. Jensen
	 	 	 
	 	 	

	 	 	Kirk P. Taylor
	 	 	 
	 	 	

	 	 	Thomas M. Sauve
	 	 	 
	 	 	
         

	 	 	Daniel J. Hasler
	 	 	 
	 	 	
         

	 	 	Edward Smid
	 	 	 
	 	 	

	 	 	Gary T. Ehlebracht
	 	 	 
	 	 	 


 


[Signature Page to Letter Agreement]