Exhibit 10.1


 


SETTLEMENT
AGREEMENT AND RELEASE


 


This
Settlement Agreement and Release (“Agreement”) is entered into effective as of November 5, 2020, by and between
Altaf Nazerali (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana
shall be referred to collectively as the “Parties” or individually as a “Party”.


 


BACKGROUND


 


WHEREAS,
Creditor provided a series of loans to Arvana denominated in US and Canadian funds, the first of which loans was made in June
of 2008, the last of which loans was made in November of 2013, pursuant to which Creditor is entitled to the repayment of an aggregate
amount due of one hundred and eleven thousand two hundred and ninety one U.S. dollars ($111,291), which amount includes six percent
in accrued (6%) interest of thirty eight thousand three hundred and eighty one U.S. dollars ($38,381), as of September 30, 2020
(“Debt”).


 


WHEREAS,
Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and
provisions different from, and in substitution of, the terms and obligations of the Debt as described above.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, Creditor and Arvana hereby agree as follows:


 


AGREED
TERMS AND CONDITIONS


 


1.
Settlement of Debt. Arvana will issue to Creditor one million one hundred and twelve thousand nine hundred and ten (1,112,910)
shares of its restricted common stock (“Settlement Shares”) as provided herein valued for the purposes of this
Agreement at ten U.S. cents ($0.10) per share in full and complete satisfaction of the Debt.


 


2.
Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days
after the execution of this Agreement and delivered to Creditor not later than twenty (20) business days thereafter.


 


3.
Securities Act Exemption. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration
under the rules and regulations as promulgated by the U.S. Securities and Exchange Commission (“Commission”)
under the Securities Act of 1933, as amended (“Securities Act”).


 


4.
Investment Representations of Creditor. Creditor represents and warrants that:


 


a.
Investment Purpose. Creditor is acquiring the Settlement Shares for his own account and not with a present view towards
the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities
Act.


 


b.
Accredited Investor Status. Creditor is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D of the Securities Act (“Accredited Investor”).


 


c.
Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to him in reliance upon
specific exemptions from the registration requirements of U.S. federal securities laws and that Arvana is relying upon the truth
and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of Creditor set forth herein in order to determine the availability of such exemptions and the eligibility of Creditor to acquire
the Settlement Shares.


 


d.
Availability of Exemptions in the Country of Residence. Creditor certifies to Arvana that he is relying on an exemption
applicable to the nation in which Creditor is resident to enter into this Agreement, as required under national and local securities
laws, reflected by Creditor initials hand written on the following line: /s/AN.


 






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e.
Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been
and is not being registered under the Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant
to an effective registration statement under the Securities Act or an exemption from registration.


 


f.
Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities
may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act,
or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration
is not required under said Act or unless sold pursuant to Rule 144 under said Act.” 


 


g.
Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to
consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement
has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement
constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except
to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally
or by general principles of equity.


 


5.
Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power
and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with
the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors
and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through
its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable
against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency
or similar laws affecting Arvana’s rights generally or by general principles of equity.


 


6.
No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental
agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the
other Party that may constitute a claim or liability excluded from the release in section 10 below.


 


7.
Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set
forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or
losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the
Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving
up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including
the date of this Agreement as set forth in section 10, including, without limitation, the Debt.


 


8.
Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and
costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the
other Party, except as provided herein.


 


9.
Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due
and owing (including penalties and interest related thereto) by it to any federal, state, local, or regional taxing authority
as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations
regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and
hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure
to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.


 



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10.
Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies,
direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and
its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents,
employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert
with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct
and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing,
affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members,
partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting
by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances,
liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs,
losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including
attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either
Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop,
for any acts or omissions related to or arising from the Debt.


 


This
Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation,
compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation
and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.


 


11.
Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part
of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations
and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification
of this Agreement shall be binding unless in writing and signed by each of the parties hereto.


 


12.
New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any
alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that
which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed
as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.


 


13.
Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid,
the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term
or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience
and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the
author or drafter of the Agreement.


 


14.
Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 



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15.
Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given
(i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered
or certified mail addressed as set forth below, or (iii) on the 2nd business day after being deposited with a nationally
recognized overnight courier service addressed as set forth below:


 


Altaf
Nazerali


3001-788
Richards Street


The
Hermitage


Vancouver


British
Columbia


Canada
V6B 0C7


 


Arvana
Inc.


299
South Main Street, 13th Floor


Salt
Lake City


Utah
84111


United
States of America


 


16.
Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for
all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the
laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably
submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state
courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the
documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect
of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties
hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding in Utah.


 


17.
Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal
advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily
accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been
made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and
have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s
agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.


 


READ
THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. 


 


IN
WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as
of the date(s) set forth below.


 





	Arvana	Creditor
	 	 
	 	 
	/s/ Ruairidh Campbell	/s/ Altaf Nazerali
	By: Ruairidh Campbell	By: Altaf Nazerali
	Its: Chief Executive Officer	
	 	 
	Dated: November 10, 2020	Dated: November 9, 2020


 



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